DERMIRA, INC. (NASDAQ:DERM) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March1, 2017, Dermira, Inc. (the
Company) entered into an underwriting
agreement (the Underwriting Agreement)
with Leerink Partners LLC, as representative of the several
underwriters named on Schedule II thereto (the
Underwriters), to which the Company
agreed to issue and sell an aggregate of 5,000,000 shares of its
common stock (the Shares) to the
Underwriters (the Offering). The Shares
will be sold at a per share public offering price of $33.70. to
the Underwriting Agreement, the Company also granted the
Underwriters a 30-day option to purchase up to an additional
750,000 shares of its common stock. The Underwriting Agreement
contains customary representations and warranties, conditions to
closing, market standoff provisions, termination provisions and
indemnification obligations, including for liabilities under the
Securities Act of 1933, as amended. The Offering will be made to
a shelf registration statement on Form S-3 (File No.333-216331)
that automatically became effective upon filing by the Company
with theSecurities and Exchange
Commission(SEC) onFebruary 28, 2017.
The Company expects the Offering to close on March7, 2017,
subject to customary closing conditions.

The Company estimates that net proceeds from the Offering will be
approximately $157.7million, after deducting the underwriting
discounts and commissions and estimated Offering expenses, and
assuming no exercise of the Underwriters option to purchase
additional shares. The Company currently intends to use the net
proceeds from the Offering for: external and personnel-related
expenses associated with the regulatory submissions for the
Companys Cimzia and glycopyrronium tosylate product candidates;
external and personnel-related research and development expenses
associated with the development of and potential regulatory
submission for the Companys olumacostat glasaretil product
candidate; external and personnel-related commercialization
expenses associated with the potential launches of the Companys
product candidates, including the establishment or expansion of
the Companys sales, marketing, medical affairs, quality and
supply chain functions and activities; and working capital,
capital expenditures and other general corporate purposes.
Additionally, the Company may use a portion of the net proceeds
from the Offering to expand the Companys current business
byin-licensingor acquiring, as the case may be, commercial
products, product candidates, technologies, compounds, other
assets or complementary businesses, using cash or shares of the
Companys common stock. However, the Company has no current
commitments or obligations to do so.

The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement. A copy
of the Underwriting Agreement is filed with this Current Report
on Form 8-K as Exhibit 1.1 and is incorporated herein by
reference.

A copy of the opinion of Fenwick West LLP, relating to the
validity of the Shares in connection with the Offering, is filed
with this Current Report on Form 8-K as Exhibit5.1.

On March1, 2017, the Company issued a press release, announcing
the pricing of the Offering. A copy of the press release is filed
with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.

(d)Exhibits.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and other federal securities laws.
Any statements contained herein that do not describe historical
facts, including, but not limited to, statements regarding the
anticipated use of proceeds of the Offering and the timing of
completion of the Offering, are forward-looking statements that
involve risks and uncertainties that could cause actual results
to differ materially from those discussed in such forward-looking
statements.Such risks and uncertainties include, among others,
the risks identified in the Companys filings with theSEC,
including those described under the heading Risk Factors in the
Companys Annual Report on Form 10-K for the year ended
December31, 2016, as well as those discussed in the prospectus
supplement related to the Offering, the accompanying prospectus
to the prospectus supplement related to the Offering, the
documents incorporated by reference herein and therein, any
related free writing prospectus, and subsequent filings with
theSEC. Any of these risks and uncertainties could materially and
adversely affect the Companys results of operations, which would,
in turn, have a significant and adverse impact on the Companys
stock price. The Company cautions you not to place undue reliance
on any forward-looking statements, which speak only as of the
date they are made. The Company undertakes no obligation to
update publicly any forward-looking statements to reflect new
information, events or circumstances after the date they were
made or to reflect the occurrence of unanticipated events.

About DERMIRA, INC. (NASDAQ:DERM)

Dermira, Inc. is a biopharmaceutical company. The Company is focused on identifying, developing and commercializing differentiated therapies for dermatologic diseases. The Company’s portfolio includes three late-stage product candidates that target unmet needs and market opportunities, such as Cimzia (certolizumab pegol), DRM04 and DRM01. Cimzia is an injectable biologic tumor necrosis factor-alpha inhibitor, or TNF inhibitor, that is approved and marketed for the treatment of numerous inflammatory diseases spanning multiple medical specialties, including rheumatoid arthritis, psoriatic arthritis, ankylosing spondylitis and Crohn’s disease. DRM04 is a topical, small-molecule anticholinergic product for the treatment of hyperhidrosis. DRM01 is a topical, small-molecule sebum inhibitor for the treatment of acne.

DERMIRA, INC. (NASDAQ:DERM) Recent Trading Information

DERMIRA, INC. (NASDAQ:DERM) closed its last trading session up +0.63 at 34.32 with 682,880 shares trading hands.