Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 11, 2022, Dermata Therapeutics, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company's common stock from 90,000,000 shares to 250,000,000 shares. The increase in the number of authorized shares was approved by the holders of a majority of the outstanding shares of common stock of the Company at its annual meeting, as described in Item 5.07 below.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 11, 2022, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). The matters voted on at the Annual Meeting were: (1) the election of two Class I directors; (2) the ratification of the appointment of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm; and (3) the approval of an amendment to the Company's Certificate of Incorporation to increase the Company's authorized shares of common stock from 90,000,000 to 250,000,000. The final voting results were as follows:

1. The election of Andrew Sandler, M.D. and Mary Fisher as Class I directors to hold office for a term of three years, until their successor is duly elected and qualified or they are otherwise unable to complete their term. The votes were cast for this matter were as follows:





      Nominee             For      Withheld   Broker Non-Votes
Andrew Sandler, M.D.   8,613,698    1,525         149,785
Mary Fisher            8,613,718    1,505         149,785

2. The proposal to ratify the appointment of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for our fiscal year ending December 31, 2022 was approved based upon the following votes:





   For      Against   Abstain
8,764,908     100        0

3. The proposal to approve an amendment to the Company's Certificate of Incorporation to increase the Company's authorized shares of common stock from 90,000,000 to 250,000,000 was approved based upon the following votes:





For         Against   Abstain   Broker Non-Votes
8,561,833   11,244    42,146        149,785





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Item 9.01 Financial Statements and Exhibits





(d) Exhibits



  3.1       Certificate of Amendment of Amended and Restated Certificate of
          Incorporation of Dermata Therapeutics, Inc., filed with the Secretary of
          State of the State of Delaware on July 11, 2022.
104       Cover Page Interactive Data File (embedded within Inline XBRL document).





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