Attached files

file filename
EX-4.11 - PROMISSORY NOTE EXTENSION AGREEMENT DATED APRIL 30, 2018 (TO NOVEMBER 2017 NOTE) - DERMAdoctor, Inc.fs12018ex4-11_derma.htm
EX-4.6 - PROMISSORY NOTE EXTENSION AGREEMENT DATED OCTOBER 9, 2017 (TO JULY 2017 NOTE) - DERMAdoctor, Inc.fs12018ex4-6_derma.htm
EX-99.3 - CONSENT OF JAMES HYDE, DIRECTOR NOMINEE - DERMAdoctor, Inc.fs12018ex99-3_dermadoctor.htm
EX-99.2 - CONSENT OF BRAD HAMPTON, DIRECTOR NOMINEE - DERMAdoctor, Inc.fs12018ex99-2_dermadoctor.htm
EX-99.1 - CONSENT OF VICTORIA BARNARD, DIRECTOR NOMINEE - DERMAdoctor, Inc.fs12018ex99-1_dermadoctor.htm
EX-23.1 - CONSENT OF FRIEDMAN, LLP - DERMAdoctor, Inc.fs12018ex23-1_dermadoc.htm
EX-10.12 - FORM OF SALES PROCEEDS SHARING AGREEMENT - DERMAdoctor, Inc.fs12018ex10-12_dermadoctor.htm
EX-10.11 - FORM OF SALES PROCEEDS SHARING AGREEMENT - DERMAdoctor, Inc.fs12018ex10-11_dermadoctor.htm
EX-10.10 - EMPLOYMENT AGREEMENT WITH ANDREA BIELSKER, DATED MAY 22, 2017 - DERMAdoctor, Inc.fs12018ex10-10_dermadoctor.htm
EX-10.9 - DERMAdoctor, Inc.fs12018ex10-9_dermadoctor.htm
EX-10.8 - EMPLOYMENT AGREEMENT WITH ANDREY KUNIN, DATED MARCH 10, 2018 - DERMAdoctor, Inc.fs12018ex10-8_dermadoctor.htm
EX-10.7 - EMPLOYMENT AGREEMENT WITH ANDREA BIELSKER, DATED MAY 22, 2017 - DERMAdoctor, Inc.fs12018ex10-7_dermadoctor.htm
EX-10.6 - EMPLOYMENT AGREEMENT WITH AUDREY KUNIN, DATED JANUARY 1, 2016 - DERMAdoctor, Inc.fs12018ex10-6_dermadoctor.htm
EX-10.5 - FORM OF RESTRICTED STOCK AGREEMENT AND NOTICE OF AWARD OF RESTRICTED STOCK UNDER - DERMAdoctor, Inc.fs12018ex10-5_dermadoctor.htm
EX-10.4 - FOR OF RESTRICTED STOCK UNIT AWARD AGREEMENT AND NOTICE OF AWARD OF RESTRICTED S - DERMAdoctor, Inc.fs12018ex10-4_dermadoctor.htm
EX-10.3 - FORM OF STOCK OPTION AGREEMENT, NOTICE OF EXERCISE AND STOCK OPTION GRANT NOTICE - DERMAdoctor, Inc.fs12018ex10-3_dermadoctor.htm
EX-10.2 - DERMADOCTOR, INC. 2018 EQUITY INCENTIVE PLAN - DERMAdoctor, Inc.fs12018ex10-2_dermadoctor.htm
EX-10.1 - FORM OF INDEMNIFICATION AGREEMENT BY AND BETWEEN THE REGISTRANT AND ITS DIRECTOR - DERMAdoctor, Inc.fs12018ex10-1_dermadoctor.htm
EX-4.10 - PROMISSORY NOTE EXTENSION AGREEMENT DATED APRIL 30, 2018 (TO JULY 2017 NOTE) - DERMAdoctor, Inc.fs12018ex4-10_dermadoc.htm
EX-4.9 - PROMISSORY NOTE THIRD EXTENSION AGREEMENT DATED FEBRUARY 6, 2018 (TO NOVEMBER 20 - DERMAdoctor, Inc.fs12018ex4-9_derma.htm
EX-4.8 - PROMISSORY NOTE EXTENSION AGREEMENT DATED FEBRUARY 6, 2018 (TO NOVEMBER 2017 NOT - DERMAdoctor, Inc.fs12018ex4-8_derma.htm
EX-4.7 - PROMISSORY NOTE SECOND EXTENSION AGREEMENT DATED JANUARY 13, 2018 (TO JULY 2017 - DERMAdoctor, Inc.fs12018ex4-7_dermadoctor.htm
EX-4.5 - PROMISSORY NOTE, DATED NOVEMBER 9, 2017 - DERMAdoctor, Inc.fs12018ex4-5_dermadoctor.htm
EX-4.4 - PROMISSORY NOTE, DATED JULY 17, 2017 - DERMAdoctor, Inc.fs12018ex4-4_dermadoctor.htm
EX-4.3 - PROMISSORY NOTE, DATED NOVEMBER 8, 2016 - DERMAdoctor, Inc.fs12018ex4-3_dermadoctor.htm
EX-3.8 - FORM OF AGREEMENT AND PLAN OF MERGER - DERMAdoctor, Inc.fs12018ex3-8_dermadoc.htm
EX-3.7 - FORM OF ARTICLES OF MERGER TO BE FILED WITH THE SECRETARY OF STATE OF THE STATE - DERMAdoctor, Inc.fs12018ex3-7_dermadoc.htm
EX-3.6 - FORM OF CERTIFICATE OF MERGER TO BE FILED WITH THE SECRETARY OF STATE OF THE STA - DERMAdoctor, Inc.fs12018ex3-6_dermadoc.htm
EX-3.5 - BYLAWS OF DERMADOCTOR, INC. - DERMAdoctor, Inc.fs12018ex3-5_dermadoc.htm
EX-3.4 - CERTIFICATE OF INCORPORATION OF DERMADOCTOR, INC. FILED WITH DELAWARE SECRETARY - DERMAdoctor, Inc.fs12018ex3-4_dermadoc.htm
EX-3.3 - AMENDMENT OF ARTICLES OF ORGANIZATION OF DERMADOCTOR, LLC - DERMAdoctor, Inc.fs12018ex3-3_dermadoctor.htm
EX-3.2 - AMENDED AND RESTATED OPERATING AGREEMENT OF DERMADOCTOR, LLC - DERMAdoctor, Inc.fs12018ex3-2_dermadoctor.htm
EX-3.1 - ARTICLES OF ORGANIZATION OF D. DOCTOR ACQUISITION, LLC (THE PREDECESSOR OF DERMA - DERMAdoctor, Inc.fs12018ex3-1_dermadoctor.htm
S-1 - REGISTRATION STATEMENT - DERMAdoctor, Inc.fs12018_dermadoctor.htm

Exhibit 5.1

 

https:||www.sec.gov|Archives|edgar|data|1471002|000114420416105277|tex5-1logo.jpg

 

May 2, 2018

 

The Board of Directors of DERMAdoctor, Inc.

1901 McGee Street

Kansas City, Missouri 64108

 

Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as U.S. securities counsel to DERMAdoctor, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-1 (as it may be amended after the date hereof, the “Registration Statement”) pertaining to the issuance and sale by the Company of shares of common stock, par value $0.001 (the “Common Stock”), with a proposed maximum aggregate offering price of $17,250,000 (the “Shares”), including shares of Common Stock issuable upon the exercise of an over-allotment option granted by the Company to the underwriters to purchase additional shares of Common Stock. The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and between the Company and ThinkEquity, a Division of Fordham Financial Management, Inc., the form of which is being filed as Exhibit 1.1 to the Registration Statement. The Company is also registering warrants to purchase shares of Common Stock of the Company to be issued to the representative of the underwriters as additional compensation pursuant to the Underwriting Agreement (the “Representative’s Warrant”), as well as the shares of Common Stock issuable upon exercise of the Representative’s Warrant (the “Representative’s Warrant Shares”), with a proposed maximum aggregate offering price of $937,500.

 

In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and public officials.

 

This opinion is based solely on the General Corporation Law of the State of Delaware (including all related provisions of the Delaware Constitution and all reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution) and the laws of the State of New York as they relate to the Representative’s Warrant.

 

  

 

 

DERMAdoctor, Inc.

May 2, 2018

Page 2

 

Based upon and subject to the foregoing, we are of the opinion that: (i) the Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable; (ii) the Representative’s Warrant, when executed and delivered by the Company in accordance with and in the manner described in the Registration Statement and the Underwriting Agreement, will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights generally and equitable principles of general applicability; and (iii) the Representative’s Warrant Shares have been duly authorized for issuance and, when issued and sold by the Company and delivered by the Company upon valid exercise thereof and against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement and the Representative’s Warrant, will be validly issued, fully paid and non-assessable.

 

We consent to the inclusion of this opinion as an exhibit to the Registration Statement and further consent to all references to us under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

  Very truly yours,
   
  /s/ Gracin & Marlow, LLP
 

 

Gracin & Marlow, LLP