Biofrontera Inc SEC Filings

Biofrontera Inc. (BFRI) reported Q3 2025 results and closed a strategic deal for U.S. rights to Ameluz and RhodoLED. Q3 revenue was $6.988 million versus $9.012 million a year ago, reflecting softer seasonality and lower volumes. For the nine months, revenue was $24.605 million versus $24.762 million. The company posted a Q3 net loss of $6.649 million and a nine‑month net loss of $16.176 million.

Liquidity remains tight. Cash and cash equivalents were $3.417 million at September 30, 2025, and management disclosed substantial doubt about continuing as a going concern. Stockholders’ equity moved to a deficit of $2.581 million from $4.433 million at year‑end 2024.

Strategic actions: on October 20, 2025, Biofrontera completed the acquisition of U.S. rights to Ameluz and RhodoLED with a monthly earnout of 12% of U.S. Ameluz revenue (15% above $65.0 million). Financing included $11.0 million of Series C preferred in two tranches ($8.5 million in July and $2.5 million in October). The company finalized the sale of the Xepi product line on November 6, 2025 and reported regaining Nasdaq compliance in November. Convertible notes outstanding were $4.5 million at quarter‑end with a 10% PIK rate and a $0.78 conversion price.

Biofrontera Inc. reported it has regained Nasdaq listing compliance. The company received notices on November 4 and November 6 confirming compliance with Nasdaq Rules 5550(b)(1) (stockholders’ equity test) and 5550(a)(2) (minimum bid price), respectively.

Nasdaq cited company disclosures indicating compliance with Rule 5550(b)(1), while warning the company may be subject to delisting if it fails to evidence compliance upon filing its next periodic report. Compliance with Rule 5550(a)(2) was restored after the company’s common stock maintained a closing bid of at least $1.00 per share for 11 consecutive business days.

Earlier in May, Nasdaq had notified the company that it was out of compliance with both rules, based on its reported stockholders’ equity and a sub-$1.00 bid price over an extended period.

Biofrontera Inc. completed the sale of all assets related to its Xepi (ozenoxacin) cream to Pelthos Therapeutics. The purchase price is up to $10,000,000, including $3,000,000 in cash paid at closing on November 6, 2025.

An additional $1,000,000 is payable within 30 days after commercial quantities become available, subject to conditions in the asset purchase agreement. Earnouts provide $3,000,000 upon initial achievement of $10,000,000 in annual net sales and another $3,000,000 upon $15,000,000 in annual net sales. At closing, the buyer is to enter a consulting agreement with a consultant experienced with Xepi; part of the second payment depends on the consultant’s performance. Biofrontera agreed to customary representations, indemnities, and restrictive covenants, and will indemnify the buyer for any material breach of the consultant’s obligations during the defined period.

Biofrontera Inc. finalized agreements with Biofrontera AG to acquire all U.S. rights to Ameluz and RhodoLED. As part of the deal, the company will pay an earnout of 12% of U.S. Ameluz revenues in years when U.S. net sales are $65.0 million or less and 15% in years when they exceed $65.0 million. This replaces the prior transfer-pricing model under the now-terminated license and supply agreement.

The company also closed the second tranche of its private placement, issuing 2,500 Series C Convertible Preferred shares at $1,000 each for $2.5 million in gross proceeds to help fund the transaction and for general purposes. Each preferred share is immediately convertible, at the holder’s option and subject to stated limits, into common stock based on the formula: Original Share Price divided by 0.6249.

Biofrontera plans to file a resale registration statement for the common stock underlying the newly issued preferred shares within three days of closing and to seek effectiveness within stated SEC review timelines. The company believes its stockholders’ equity now exceeds $5 million, aligning with Nasdaq Listing Rule 5550(b)(1), with Nasdaq continuing to monitor compliance.

Biofrontera Inc. announced the closing of its restructuring and asset purchase agreement with Biofrontera AG, supported by an investment of $11 million led by existing investors. The company disclosed this update under Regulation FD, indicating it is being furnished rather than filed.

The closing marks completion of the transaction described, with the new capital noted alongside the deal. The press release providing details was issued on October 23, 2025 and is included as Exhibit 99.1.

Biofrontera Inc. (BFRI) received an initial Form 3 reporting by Christian Alexander Ansgar Link relating to a 09/16/2025 event. The filing states the reporting person is a member and chairman of the supervisory board of Biofrontera AG, which holds a 10% ownership interest in the Issuer. The filer is also a member of the management board of Deutsche Balaton Aktiengesellschaft, whose affiliates collectively hold approximately 62.2% of the voting stock of Biofrontera AG. The reporting person expressly disclaims any pecuniary interest in the shares held by Deutsche Balaton Aktiengesellschaft and Biofrontera AG. The Form 3 indicates no securities are beneficially owned directly or indirectly by the reporting person.

VV Beteiligungen Aktiengesellschaft filed an Initial Statement of Beneficial Ownership (Form 3) reporting indirect holdings in Biofrontera Inc. (BFRI) arising through affiliates. The filing notes an event date of 09/16/2025 and identifies the reporting person as a Director. VV Beteiligungen reports 400,000 shares of common stock held indirectly by Biofrontera AG and 58,884 shares held indirectly by Deutsche Balaton Aktiengesellschaft. In addition, the filer reports Series D convertible preferred stock convertible into 4,831,172 shares of common stock at a conversion price of $0.6249 per share; the preferred has no expiration and conversion is limited so the holder and affiliates cannot exceed 19.99% ownership on conversion. The filing states the reporting person and its affiliates collectively hold approximately 62.2% of the outstanding voting stock of Biofrontera AG and disclaim direct beneficial ownership except to the extent of indirect pecuniary interest.

Delphi Unternehmensberatung AG reported an initial beneficial ownership statement for Biofrontera Inc. (BFRI). The filing discloses 400,000 common shares held indirectly by Biofrontera AG and 58,884 common shares held indirectly by Deutsche Balaton Aktiengesellschaft. It also reports convertible preferred stock representing 4,831,172 underlying common shares held indirectly by Biofrontera AG, convertible at $0.6249 with a 19.99% ownership cap on conversion.

Hansjoerg Plaggemars filed an Initial Form 3 reporting his relationship to Biofrontera Inc. (BFRI). He is a director and explains he serves on the supervisory board of Biofrontera AG, which holds a 10% stake in the issuer. He also holds management roles in entities that together control ~62.2% of Biofrontera AG. The filing states no securities are beneficially owned by the reporting person.