SecProbe.io

CORRESP
 1
 filename1.htm

 April
21, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Mail
Stop 4720

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Dermata
 Therapeutics, Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-286547

 Acceleration Request

 Requested
 Date:
 April
 23, 2025

 Requested
 Time:
 5:00
 p.m. , Eastern Time

 Dear
Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Dermata Therapeutics, Inc. (the "Company") hereby requests that
the above-referenced Registration Statement (the "Registration Statement") be declared effective by the Securities and Exchange
Commission (the "Commission") at the "Requested Date" and "Requested Time" set forth above or at
such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance
of the Commission.

 Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with
any questions.

 Sincerely,

 DERMATA THERAPEUTICS, INC.

 By:
 /s/
 Gerald T. Proehl

 Name:
 Gerald
 T. Proehl

 Title:
 Chief
 Executive Officer

 THIS
PAGE IS INTENTIONALLY LEFT BLANK
IT IS NOT A PART OF EDGAR SUBMISSION

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Gerald Proehl
Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130

 Re: Dermata Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed April 15, 2025
 File No. 333-286547
Dear Gerald Proehl:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Steven M. Skolnick, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

drma_corresp.htmFebruary 3, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

    Re:

   Dermata Therapeutics, Inc.

     Registration Statement on Form S-3

     File No. 333-284603

   Acceleration Request

   Requested Date:

   February 5, 2025

   Requested Time:

   5:00 p.m., Eastern Time

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Dermata Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Please call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with any questions.

      Sincerely,

     DERMATA THERAPEUTICS, INC.

   By:

   /s/ Gerald T. Proehl

   Name:

   Gerald T. Proehl

   Title:

   Chief Executive Officer

February 3, 2025
Gerald T. Proehl
Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Registration Statement on Form S-3
Filed January 30, 2025
File No. 333-284603
Dear Gerald T. Proehl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Steven M. Skolnick, Esq.

September 23, 2024
Kyri Van Hoose
Chief Financial Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Registration Statement on Form S-3
Filed September 19, 2024
File No. 333-282223
Dear Kyri Van Hoose:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Tracy F. Buffer

CORRESP
1
filename1.htm

drma_corresp.htmSeptember 23, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

    Re:

   Dermata Therapeutics, Inc.

   Registration Statement on Form S-3

   File No. 333-282223

   Acceleration Request

   Requested Date:

   September 24, 2024

   Requested Time:

   4:00 p.m., Eastern Time

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Dermata Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Please call Tracy Buffer of Lowenstein Sandler LLP at (973) 597-2434 to confirm the effectiveness of the Registration Statement or with any questions.

   Sincerely,

   DERMATA THERAPEUTICS, INC.

   By:

   /s/ Gerald T. Proehl

   Name:

   Gerald T. Proehl

   Title:

   Chief Executive Officer

CORRESP
1
filename1.htm

drma_corresp.htm

 July10, 2024

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

    Re:

   Dermata Therapeutics, Inc.

   Registration Statement on Form S-3

   File No. 333-280682

   Acceleration Request

   Requested Date:

   July 12, 2024

   Requested Time:

   4:15 p.m., Eastern Time

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Dermata Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Please call Steven Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the effectiveness of the Registration Statement or with any questions.

      Sincerely,

     DERMATA THERAPEUTICS, INC.

   By:

   /s/ Gerald T. Proehl

   Name:

   Gerald T. Proehl

   Title:

   Chief Executive Officer

July 8, 2024
Gerald T. Proehl
Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Registration Statement on Form S-3
Filed July 3, 2024
File No. 333-280682
Dear Gerald T. Proehl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Steven M. Skolnick

CORRESP
1
filename1.htm

drma_corresp.htmDecember 13, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

    Re:

   Dermata Therapeutics, Inc.

   Registration Statement on Form S-3

   File No. 333-275931

   Acceleration Request

   Requested Date:

   December 15, 2023

   Requested Time:

   4:30 p.m., Eastern Time

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Dermata Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.

 Please call Tracy Buffer of Lowenstein Sandler LLP at (973) 597-2434 to confirm the effectiveness of the Registration Statement or with any questions.

      Sincerely,

     DERMATA THERAPEUTICS, INC.

   By:

   /s/ Gerald T. Proehl

   Name:

   Gerald T. Proehl

   Title:

   Chief Executive Officer

United States securities and exchange commission logo
December 13, 2023
Gerald Proehl
Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 7, 2023
File No. 333-275931
Dear Gerald Proehl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Tracy F. Buffer, Esq.

CORRESP
1
filename1.htm

drma_corresp.htm

 July 25, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, D.C. 20549

         Re:

   Dermata Therapeutics, Inc.

 Registration Statement on Form S-1

 File No. 333-273170

 CIK No.: 0001853816

 Acceleration Request

 Requested Date: July 27, 2023

 Requested Time: 4:30 PM, Eastern Time

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Dermata Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission (the “Commission”) on the “Requested Date” at the “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via a telephone call to the staff of the Division of Corporation Finance of the Commission.

 Please call Steven M. Skolnick of Lowenstein Sandler LLP at (646) 414-6947 to confirm the effectiveness of the Registration Statement or with any questions.

   Sincerely,

   DERMATA THERAPEUTICS, INC.

   By:

   /s/ Gerald T. Proehl

   Name:

   Gerald T. Proehl

   Title:

   Chief Executive Officer

United States securities and exchange commission logo
July 14, 2023
Gerald T. Proehl
Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Registration Statement on Form S-1
Filed July 7, 2023
File No. 333-273170
Dear Gerald T. Proehl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven M. Skolnick, Esq.

CORRESP
1
filename1.htm

drma-accelerationrequestf

March
16, 2023

VIA FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Washington,
DC 20549

Re:

Dermata Therapeutics, Inc.

Registration Statement on Form S-1 (Registration No. 333-270195),
as amended - Concurrence in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), solely
acting as placement agent on a best efforts basis in an offering
pursuant to the registration statement on Form S-1 (333-270195)
(the “Registration
Statement”), hereby concurs in the request by
Dermata Therapeutics, Inc. that
the effective date of the above-referenced registration statement
be accelerated to 3:00 p.m. (Eastern Time), or as soon as
practicable thereafter, on March 16, 2023, pursuant to Rule 461
under the Securities Act. Wainwright affirms that it is aware of
its obligations under the Securities Act as they pertain to the
best efforts offering pursuant to the Registration
Statement.

Very
truly
yours,

H.C.
WAINWRIGHT & CO., LLC

H.C.
WAINWRIGHT & CO., LLC

By:

/s/
Edward
D. Silvera

Edward D.
Silvera

Chief Operating
Officer

430
Park Avenue | New York, NY 10022 | 212.356.0500 |
www.hcwco.com

Member:
FINRA/SIPC

CORRESP
1
filename1.htm

drma-besteffortss1acceler

March
16, 2023

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

 Re:

Dermata
Therapeutics, Inc. (the
“Company”)

Registration
Statement on Form S-1 (File No. 333-270195)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as
amended, the Company hereby requests that the above-referenced
Registration Statement (the “Registration Statement”)
be declared effective by the Securities and Exchange Commission at
3:00 p.m., Eastern Time, on March 16, 2023, or as soon as
practicable thereafter.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (646) 414-6947
to confirm the effectiveness of the Registration Statement or with
any questions.

Very
truly yours,

DERMATA
THERAPEUTICS, Inc.

By:

/s/
Gerald
T. Proehl

Gerald T.
Proehl

Chief Executive
Officer

CORRESP
1
filename1.htm

drma-accelerationrequestw

March
14, 2023

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

Dermata Therapeutics, Inc.

Registration Statement on Form S-1, as amended

File No. 333-270195

Ladies
and Gentlemen:

Reference is made
to our letter, filed as correspondence via EDGAR on March 13, 2023,
in which we requested the acceleration of the effective date of the
above-referenced Registration Statement for Tuesday, March 14,
2023, at 1:00 p.m., Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting
that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the
effective date.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (646) 414-6947
with any questions.

Sincerely,

DERMATA
THERAPEUTICS INC.

By:

/s/
Gerald T. Proehl

Name:

Gerald
T. Proehl

Title:

Chief Executive Officer

CORRESP
1
filename1.htm

drma_corresp.htm

 March 14, 2023

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

    Re:

   Dermata Therapeutics, Inc. (the “Company”)

   Registration Statement on Form S-1 (Registration No. 333-270195), as amended

   Withdrawal of Acceleration Request

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence via EDGAR on March 13, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for Tuesday, March 14, 2023, at 1:00 p.m. Eastern Time or as soon as reasonably practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

      Very truly yours,

   H.C. WAINWRIGHT & CO., LLC

    By:  /s/ Edward D. Silvera

  Name: Edward D. Silvera

        Title: Chief Operating Officer

 430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com

 Member: FINRA/SIPC

CORRESP
1
filename1.htm

drma_corresp.htmMarch 13, 2023

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

    Re:

   Dermata Therapeutics, Inc.

     Registration Statement on Form S-1 (Registration No. 333-270195), as amended - Concurrence in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration statement on Form S-1 (333-270195) (the “Registration Statement”), hereby concurs in the request by Dermata Therapeutics, Inc. that the effective date of the above-referenced registration statement be accelerated to 1:00 P.M. (Eastern Time), or as soon as practicable thereafter, on March 14, 2023, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

      Very truly yours,

   H.C. WAINWRIGHT & CO., LLC

    By:  /s/ Edward D. Silvera

  Name: Edward D. Silvera

        Title: Chief Operating Officer

CORRESP
1
filename1.htm

drma_corresp.htmMarch 13, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

  Dermata Therapeutics, Inc. (the “Company”)

  Registration Statement on Form S-1 (File No. 333-270195)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 1:00 p.m., Eastern Time, on March 14, 2023, or as soon as practicable thereafter.

 Please call Steven M. Skolnick of Lowenstein Sandler LLP at (646) 414-6947 to confirm the effectiveness of the Registration Statement or with any questions.

      Very truly yours,

   DERMATA THERAPEUTICS, Inc.

    By:  /s/ Gerald T. Proehl

   Name:

  Gerald T. Proehl

     Title:  Chief Executive Officer

United States securities and exchange commission logo
March 6, 2023
Gerald T. Proehl
President and Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Registration Statement on Form S-1
Filed March 1, 2023
File No. 333-270195
Dear Gerald T. Proehl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven M. Skolnick, Esq.

CORRESP
1
filename1.htm

drma-accelerationrequestf

Dermata Therapeutics, Inc.

3525 Del Mar Heights, Road, #322

San Diego, CA 92130

Tel: (858) 800-2543

November
22, 2022

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington, D.C. 20549

Re:

Dermata
Therapeutics, Inc.

Registration
Statement on Form S-3 (File No. 333-268383)

Filed
on November 15, 2022

Ladies
and Gentlemen:

Dermata
Therapeutics, Inc. (the “Registrant”) hereby
requests that the U.S. Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-3 to become
effective on November 25, 2022, at 5:00 p.m., Eastern Time, or as
soon thereafter as is practicable or at such later time as the
Registrant, or its representative, may orally request via telephone
call to the staff of the Commission.

Please
call Steven M. Skolnick of Lowenstein Sandler LLP at (646) 414-6947
to confirm the effectiveness of the Registration Statement or with
any questions.

Very
truly yours,

DERAMTA
THERAPEUTICS, INC.

By:
/s/ Gerald T.
Proehl

Name:
Gerald T. Proehl

Title:
Chief Executive Officer

United States securities and exchange commission logo
November 22, 2022
Gerald Proehl
Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 15, 2022
File No. 333-268383
Dear Gerald Proehl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Porco, Esq.

CORRESP
1
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drma_corresp

Dermata Therapeutics, Inc.

3525 Del Mar Heights Rd., #322

San Diego, CA 92130

May 11,
2022

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

Dermata Therapeutics, Inc.

Registration
Statement on Form S-1

Filed
May 4, 2022

File
No. 333-264668

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as
amended, Dermata Therapeutics, Inc. hereby requests that the
above-referenced Registration Statement (the “Registration
Statement”) be declared effective by the Securities and
Exchange Commission at 4:00 p.m., Eastern Time, on May 13, 2022, or
as soon as practicable thereafter.

Please
call Steven Skolnick of Lowenstein Sandler LLP at 646-414-6947 to
confirm the effectiveness of the Registration Statement or with any
questions.

Very truly yours,

DERMATA THERAPEUTICS, INC.

By:

/s/ Gerry Proehl

Name:

Gerry Proehl

Title:

Chief
Executive Officer

United States securities and exchange commission logo
May 10, 2022
Gerald Proehl
President and Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd. #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Registration Statement on Form S-1
Filed May 4, 2022
File No. 333-264668
Dear Gerald Proehl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Skolnick

CORRESP
1
filename1.htm

CORRESP

 August 10, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Christine Westbrook

 Tracey Houser

Daniel Gordon

Re:
 Dermata Therapeutics, Inc.

Registration Statement on Form S-1, as amended

Filed June 10, 2021

 File No. 333-256997

 Ladies and Gentlemen:

As the underwriter of the proposed offering of Dermata Therapeutics, Inc. (the “Company”), we hereby join the Company’s request
for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on Thursday, August 12, 2021, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, we, acting on behalf of the several underwriters, wish to advise you that, through August 10, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the
security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated August 6, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

 Very truly yours,

Maxim Group LLC

By:

 /s/ Clifford A. Teller

Name: Clifford A. Teller
Title: Head of Investment Banking, Executive Managing Director

CORRESP
1
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CORRESP

 August 10, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Christine Westbrook

Tracey Houser

 Daniel Gordon

Re:
 Dermata Therapeutics, Inc.

Registration Statement on Form S-1

File No. 333- 256997

Acceleration Request

Requested Date: August 12, 2021

Requested Time: 5:00 p.m. Eastern Time

Dear Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Dermata Therapeutics, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange
Commission (the “Commission”) at the “Requested Date” and “Requested Time” set forth above or as soon as practicable thereafter, or at such later time as the Company or its counsel may orally request via telephone call
to the staff.

 Please call Steven M. Skolnick of Lowenstein Sandler LLP at (973) 597-2476 to confirm the
effectiveness of the Registration Statement or with any questions.

Sincerely,

DERMATA THERAPEUTICS, INC.

By:

/s/ Gerald T. Proehl

Name:

Gerald T. Proehl

Title:

Chief Executive Officer

CORRESP
1
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CORRESP

Steven M. Skolnick

One Lowenstein Drive

Partner

Roseland, New Jersey 07068

T:    973 597 2476

F:    973 597 2477

E:    sskolnick@lowenstein.com

 July 9, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life
Sciences

 Mail Stop 3030

 Washington,
DC 20549

Attn:
 Kasey Robinson

 Christine Westbrook

 Tracey Houser

 Daniel Gordon

Re:
 Dermata Therapeutics, Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed July 2, 2021

 File No. 333-256997

Ladies and Gentlemen:

 On behalf of Dermata Therapeutics, Inc.
(the “Company”), we are hereby responding to the letter, dated July 8, 2021 (the “Comment Letter”), from the staff (the “Staff”) of the Division of Corporation Finance, Office of Life Sciences, of the Securities
and Exchange Commission (the “Commission”), regarding the Company’s Amendment No. 1 to the Registration Statement on Form S-1, filed on July 2, 2021 (the “Registration
Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing a further revised registration statement with the Commission (the “Revised Registration
Statement”). For ease of reference, set forth below in bold is the comment of the Staff with respect to the Registration Statement, as reflected in the Comment Letter. The Company’s response is set forth below the comment. Capitalized
terms used herein have the meanings set forth in the Registration Statement unless defined herein.

 The Company has authorized us to respond to the
Comment Letter as follows:

 Amendment No. 1 to Form S-1

3. Summary of Significant Accounting Policies

Net Loss Per Common Unit, page F-9

1.
 Please revise the table for the potentially dilutive securities to reflect the reverse stock split. Also
address this comment in your interim financial statements.

 Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages F-9 and F-27 to reflect the reverse stock split and the conversion of the
preferred shares and preferred warrants.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 July 9, 2021

 Page
 2

 Exhibit 23.1, page II-5

2.
 Please request Mayer Hoffman McCann P.C. to revise their consent to update the date of their report to
include the dual-dating as of July 2, 2021.

 Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that Mayer Hoffman McCann P.C. has revised its consent to update the date of its report to include the dual-dating as of July 9, 2021.

Any questions regarding the contents of this letter or the Revised Registration Statement should be addressed to the undersigned at (973) 597-2476.

 Very truly yours,

/s/ Steven M. Skolnick

 Steven M. Skolnick

 cc:    Gerald T. Proehl, Dermata Therapeutics, Inc.

United States securities and exchange commission logo
July 8, 2021
Gerald Proehl
President and Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 2, 2021
File No. 333-256997
Dear Mr. Proehl:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1
3. Summary of Significant Accounting Policies
Net Loss Per Common Unit, page F-9
1.Please revise the table for the potentially dilutive securities to reflect the reverse stock
split.  Also address this comment in your interim financial statements.
Exhibit 23.1, page II-5
2.Please request Mayer Hoffman McCann P.C. to revise their consent to update the date of
their report to include the dual-dating as of July 2, 2021.

 FirstName LastNameGerald Proehl
 Comapany NameDermata Therapeutics, Inc.
 July 8, 2021 Page 2
 FirstName LastName
Gerald Proehl
Dermata Therapeutics, Inc.
July 8, 2021
Page 2
            You may contact Tracey Houser at 202-551-3736 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kasey Robinson at 202-551-5880 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Skolnick, Esq.

CORRESP
1
filename1.htm

CORRESP

 Steven M. Skolnick

 One Lowenstein Drive

 Partner

 Roseland, New Jersey 07068

 T: 973 597 2476

 F:  973 597 2477

 E: sskolnick@lowenstein.com

 July 2, 2021

VIA EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 Mail
Stop 3030

 Washington, DC 20549

 Attn:

 Kasey Robinson

Christine Westbrook

Tracey Houser

Daniel Gordon

 Re:

 Dermata Therapeutics, Inc.

Registration Statement on Form S-1

Filed June 10, 2021

File No. 333-256997

Ladies and Gentlemen:

 On behalf
of Dermata Therapeutics, Inc. (the “Company”), we are hereby responding to the letter, dated June 17, 2021 (the “Comment Letter”), from the staff (the “Staff”) of the Division of Corporation Finance, Office of Life
Sciences, of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Registration Statement on Form S-1, filed on June 10, 2021 (the “Registration
Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing a revised registration statement with the Commission (the “Revised Registration
Statement”). For ease of reference, set forth below in bold is the comment of the Staff with respect to the Draft Registration Statement, as reflected in the Comment Letter. The Company’s response is set forth below the comment.
Capitalized terms used herein have the meanings set forth in the Draft Registration Statement unless defined herein.

 The Company has
authorized us to respond to the Comment Letter as follows:

 Form S-1 Filed June 10, 2021

 Dilution, page 69

1. Please revise your calculation of historical net tangible book value to exclude the deferred offering costs of $265,353, an intangible
asset. Refer to Item 506 of Regulation S-K.

 Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has updated its disclosure on page 70 of the Revised Registration Statement to revise the calculation of historical net tangible book value to exclude the deferred offering costs.

 3. Summary of Significant Accounting Policies

Stock-Based Compensation, page F-26

 U.S. Securities and Exchange Commission

Division of Corporation Finance

July 2, 2021

 Page 2

 2. We note your disclosure here and in Note 6 that the fair value of options is estimated
using independent outside valuations. Please tell us the nature and extent of the valuation expert’s involvement and whether you believe the valuation expert was acting as an expert as defined under Section 11(a) of the Securities Act of
1933 and Section 436(b) of Regulation C, such that you must disclose the name of the valuation expert in the Form S-1 and provide a consent from the valuation expert. If you conclude the valuation expert
is not considered an expert under the Securities Act, please revise your disclosure to clarify. Also address this comment for the reacquisition value of the subordinated convertible promissory notes based on an independent valuation in Note 5 on
page F-29.

 Response: The Company respectfully acknowledges the Staff’s comment
and advises the Staff that it has updated its disclosure on pages F-26 and F-33 in the Revised Registration Statement to make clear that the fair value of options was estimated by the Company’s management with the assistance of a valuation
firm.

 Further to the above, the Company reviewed the Commission’s guidance relating to disclosures on the use of experts in
Securities Act Statements as stated in Question 141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections. The Company does not believe it is required to “expertise” or seek a written consent based on the limited
extent of the specialists work in accordance with Securities Act Section 7(a). This regulation applies only when a report, valuation or opinion of an expert is included or summarized in the registration statement and attributed to the third
party and thus becomes “expertised” disclosure for purposes of Securities Act Section 11(a). The Company has updated the disclosure included in the Revised Registration Statement to more accurately state that the Company’s
management calculated the fair value of its options with limited consultation by the third party valuation firm.

 8. Stock-Based
Compensation, page F-32

 3. We note that as of December 31, 2020, there were
7,488,437 Class B common units that were issued as profit units. The disclosures addresses the conversion of 5,688,479 Class B common units into common stock options and 1,338,812 Class B common units into common stock warrants.
Please expand your disclosure to address the status of the remaining 461,146 Class B common units including the accounting implications.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated its disclosures on
page F-31 in the Revised Registration Statement to make clear the discrepancy is due to the forfeiture of such Class B common units upon the termination of employment of the holders thereof.

Any questions regarding the contents of this letter or the Revised Registration Statement should be addressed to the undersigned at (973) 597-2476.

 Very truly yours,

 /s/ Steven M. Skolnick

 Steven M. Skolnick

 cc:    Gerald T. Proehl, Dermata Therapeutics, Inc.

United States securities and exchange commission logo
June 17, 2021
Gerald Proehl
President and Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Registration Statement on Form S-1
Filed June 10, 2021
File No. 333-256997
Dear Mr. Proehl:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 Filed June 10, 2021
Dilution, page 69
1.Please revise your calculation of historical net tangible book value to exclude the deferred
offering costs of $265,353, an intangible asset.  Refer to Item 506 of Regulation S-K.
3. Summary of Significant Accounting Policies
Stock-Based Compensation, page F-26
2.We note your disclosure here and in Note 6 that the fair value of options is estimated
using independent outside valuations.  Please tell us the nature and extent of the valuation
expert’s involvement and whether you believe the valuation expert was acting as an expert
as defined under Section 11(a) of the Securities Act of 1933 and Section 436(b) of
Regulation C, such that you must disclose the name of the valuation expert in the Form S-

 FirstName LastNameGerald Proehl
 Comapany NameDermata Therapeutics, Inc.
 June 17, 2021 Page 2
 FirstName LastName
Gerald Proehl
Dermata Therapeutics, Inc.
June 17, 2021
Page 2
1 and provide a consent from the valuation expert.  If you conclude the valuation expert is
not considered an expert under the Securities Act, please revise your disclosure to clarify.
Also address this comment for the reacquisition value of the subordinated convertible
promissory notes based on an independent valuation in Note 5 on page F-29.
8. Stock-Based Compensation, page F-32
3.We note that as of December 31, 2020, there were 7,488,437 Class B common units that
were issued as profit units.  The disclosures addresses the conversion of 5,688,479 Class B
common units into common stock options and 1,338,812 Class B common units into
common stock warrants.  Please expand your disclosure to address the status of the
remaining 461,146 Class B common units including the accounting implications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tracey Houser at 202-551-3736 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kasey Robinson at 202-551-5880 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Skolnick, Esq.

CORRESP
1
filename1.htm

CORRESP

 Steven M. Skolnick

 Partner

 One Lowenstein Drive

 Roseland, New
Jersey 07068

T: 973 597 2476

F: 973 597 2477

E: sskolnick@lowenstein.com

 June 10, 2021

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Life
Sciences

 Mail Stop 3030

 Washington,
DC 20549

Attn:
 Kasey Robinson

Christine Westbrook

 Tracey
Houser

 Daniel Gordon

Re:    Dermata Therapeutics, Inc.

Amendment No. 1 to Draft Registration Statement on Form S-1

Submitted May 7, 2021

CIK No. 0001853816

 Ladies and
Gentlemen:

 On behalf of Dermata Therapeutics, Inc. (the “Company”), we are hereby responding to the letter, dated May 20, 2021 (the
“Comment Letter”), from the staff (the “Staff”) of the Division of Corporation Finance, Office of Life Sciences, of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Amendment
No. 1 to its draft Registration Statement on Form S-1, submitted on May 7, 2021 (the “Draft Registration Statement”). In response to the Comment Letter and to update certain information in
the Draft Registration Statement, the Company is publicly filing a revised registration statement with the Commission (the “Revised Registration Statement”). For ease of reference, set forth below in bold is the comment of the Staff with
respect to the Draft Registration Statement, as reflected in the Comment Letter. The Company’s response is set forth below the comment. Capitalized terms used herein have the meanings set forth in the Draft Registration Statement unless defined
herein.

 The Company has authorized us to respond to the Comment Letter as follows:

Amendment No. 1 to the Draft Registration Statement on Form S-1 submitted May 7, 2021

Business

 Intellectual Property Portfolio

 Patent Portfolio

 DMT310, page
105

1.
 We note your disclosure that patents related to DMT310 are expected to expire between 2022 and 2023. Please
revise to state whether such expiry is expected to have a material effect on your business, including any impact on future operations and the financial position of the company.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated its
disclosure on page 106 of the Revised Registration Statement to state that the Company does not anticipate any material impact on its business or its future operations or financial position as a result of the expiring patents.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 June 10, 2021

Page 2

 Any questions regarding the contents of this letter or the Revised Registration Statement should be addressed
to the undersigned at (973) 597-2476.

Very truly yours,

 /s/ Steven M. Skolnick

Steven M. Skolnick

 cc: Gerald T. Proehl, Dermata Therapeutics, Inc.

United States securities and exchange commission logo
May 20, 2021
Gerald Proehl
President and Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 7, 2021
CIK No. 0001853816
Dear Mr. Proehl:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to the comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted on May 7, 2021
Business
Intellectual Property Portfolio
Patent Portfolio
DMT310, page 105
1.We note your disclosure that patents related to DMT310 are expected to expire between
2022 and 2023.  Please revise to state whether such expiry is expected to have a material
effect on your business, including any impact on future operations and the financial
position of the company.

 FirstName LastNameGerald Proehl
 Comapany NameDermata Therapeutics, Inc.
 May 20, 2021 Page 2
 FirstName LastName
Gerald Proehl
Dermata Therapeutics, Inc.
May 20, 2021
Page 2
            You may contact Tracy Houser at 202-551-3736 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kasey Robinson at 202-551-5880 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Skolnick, Esq.

United States securities and exchange commission logo
April 29, 2021
Gerald Proehl
President and Chief Executive Officer
Dermata Therapeutics, Inc.
3525 Del Mar Heights Rd., #322
San Diego, CA 92130
Re:Dermata Therapeutics, Inc.
Draft Registration Statement on Form S-1
Submitted April 2, 2021
CIK No. 0001853816
Dear Mr. Proehl:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted April 2, 2021
Prospectus Summary
Our Clinical Development Pipeline, page 1
1.We note your disclosure that you intend to advance the clinical development of DMT410
for the treatment of various aesthetic indications, whereas your product pipeline table
shows that, in addition to aesthetic conditions, DMT410 is currently in development for
hyperhidrosis.  If you do not intend to pursue the development of DMT-410 for the
treatment of hyperhidrosis, please remove this indication from your pipeline table as your
pipeline table should present only programs that are material to your business.  We will
not object to footnote or other explanatory disclosure indicating, if true, that you intend
to rely on Phase 1 clinical trial data for hyperhidrosis to support your trial design or

 FirstName LastNameGerald Proehl
 Comapany NameDermata Therapeutics, Inc.
 April 29, 2021 Page 2
 FirstName LastNameGerald Proehl
Dermata Therapeutics, Inc.
April 29, 2021
Page 2
marketing application for aesthetic indications.
Summary of Risks Associated with Our Business, page 4
2.Please add a bullet point highlighting the risks related to the concentration of ownership of
your common stock, as referenced on page 56.
Risk Factors
Our amended and restated certificate of incorporation will designate the Court of Chancery of the
State of Delaware..., page 58
3.Please revise to disclose that there is also a risk that your forum selection provisions may
result in increased costs for investors to bring a claim.
Use of Proceeds, page 63
4.We note your disclosure that you expect to use net proceeds from this offering to advance
the clinical development of DMT310 for the treatment of rosacea and psoriasis.  For each
indication, please revise your disclosure to specify how far in the clinical development of
the associated product candidates you expect to reach with the net proceeds.  If any
material amounts of other funds are necessary to complete your clinical trials for these
candidates, please revise your disclosure to state the amounts and the sources of such
other funds.  Refer to Instruction 3 of Item 504 of Regulation S-K.  Please also separately
quantify the approximate amount intended to be used to advance the clinical development
of DMT410 for the treatment of various aesthetic indications and any additional
indications.
Capitalization, page 66
5.Please ensure that your capitalization table reflects your most recent debt and capital
structure, which would include any outstanding preferred securities, for the actual
column.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Year Ended December 31, 2019 and 2020, page 76
6.Please disclose your research and development expenses by product candidate for each
period presented.  To the extent that you do not track expenses by product candidate,
please disclose as such and why.
Business
Our Clinical Development Pipeline and Product Candidates, page 84
7.We note your comparison of the results of your open-label Phase 1b POC clinical trial of
DMT410 in 10 axillary hyperhidrosis patients to results seen in clinical trials using
between 10 and 20 injections of BOTOX.  Since it does not appear that you have
conducted head-to-head trials, please revise your disclosure to clearly state this fact and

 FirstName LastNameGerald Proehl
 Comapany NameDermata Therapeutics, Inc.
 April 29, 2021 Page 3
 FirstName LastNameGerald Proehl
Dermata Therapeutics, Inc.
April 29, 2021
Page 3
tell us why you believe these comparisons are appropriate.  Address in your response
whether you expect to be able to rely on such comparisons to support an application for
marketing approval.
Spongilla's Multiple Mechanism of Actions, page 88
8.We note your disclosure stating that organic material that binds spicules together contains
chemical compounds that you have found to be effective in-vitro in inhibiting various
facets of skin diseases and conditions.  Please revise this statement and similar statements
throughout your registration statement that present your conclusion that your product
candidate is safe or effective as safety and efficacy determinations are made solely by the
U.S. Food and Drug Administration and comparable foreign regulators.  Where you deem
appropriate, you may present objective data resulting from your trials without including
your conclusions related to safety or efficacy.  As examples only, we note the following
disclosures:

•With positive results for DMT410 in hyperhidrosis....
•Our technology has demonstrated anti-microbial activities directly against cultured C.
acnes.
•We have also found that the organic material in our sponge reduces sebum production
by inhibiting lipogenesis of sebocytes, resulting in reduced oiliness of the skin.
•The safety profile of DMT310 was extremely favorable with no reported drug-related
severe adverse events.
Intellectual Property, page 101
9.Please revise your intellectual property disclosure to clearly describe on an individual
basis the type of patent protection granted for each technology (composition of matter,
use, or process), the expiration of each patent held, and the jurisdiction, including any
foreign jurisdiction, of each pending or issued patent.  In this regard, it may be useful to
provide this disclosure in tabular form to support the narrative already included.
Material Agreements
License Agreement between Dermata Therapeutics, LLC and Villani, Inc., page 103
10.Please revise to disclose the aggregate amounts paid to date under the agreement.  In this
regard, we note your disclosure in Note 11 of the Notes to Financial Statements
regarding Villani’s claim for milestone payments of $250,000 and $500,000.
Additionally, please disclose the aggregate amount of potential milestone payments
broken down by regulatory development and commercial sales milestones.  Please
also describe the material terms of the License Amendment and Settlement Agreement
and revise to quantify the value of the 5,221,156 units of our Series 1c Preferred Units
issued to Villani at the time of issuance.

 FirstName LastNameGerald Proehl
 Comapany NameDermata Therapeutics, Inc.
 April 29, 2021 Page 4
 FirstName LastName
Gerald Proehl
Dermata Therapeutics, Inc.
April 29, 2021
Page 4
Supply Agreement between Dermata Therapeutics LLC and Reka-Farm LLC, page 104
11.Please revise to disclose the term of the supply agreement.
3. Summary of Significant Accounting Policies
Net Loss Per Common Unit, page F-9
12.Please revise to disclose the number of securities that could potentially dilute basic EPS in
the future as required by ASC 260-10-50-1.c.
13. Subsequent Events, page F-16
13.Please disclose the specific date through which subsequent events were evaluated in
accordance with ASC 855-10-50-1.
General
14.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Tracey Houser at 202-551-3736 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kasey Robinson at 202-551-5880 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Skolnick, Esq.