Biofrontera (NASDAQ: BFRI) OKs directors, bigger incentive plan and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Biofrontera Inc. reported the results of its Annual Meeting of Stockholders held on June 11, 2026. Stockholders elected Beth J. Hoffman, Ph.D. and Kevin D. Weber as Class II directors, with each receiving over 8.0 million votes in favor and more than 3.3 million broker non-votes recorded.

Investors also approved an amendment and restatement of the 2021 Omnibus Incentive Plan, increasing the total number of common shares authorized under the plan from 3,750,000 to 8,750,000, with about 7.9 million votes cast in favor. In addition, stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with approximately 10.9 million votes for the proposal.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Quorum votes present: 11,630,133 votes Hoffman votes for: 8,089,416 votes Weber votes for: 8,203,433 votes +4 more

7 metrics

Quorum votes present 11,630,133 votes Shares represented at 2026 Annual Meeting

Hoffman votes for 8,089,416 votes Election of Beth J. Hoffman, Ph.D.

Weber votes for 8,203,433 votes Election of Kevin D. Weber

Incentive plan prior authorization 3,750,000 shares 2021 Omnibus Incentive Plan before amendment

Incentive plan new authorization 8,750,000 shares 2021 Omnibus Incentive Plan after amendment

Plan amendment votes for 7,893,236 votes Approval of amended 2021 Omnibus Incentive Plan

Auditor ratification votes for 10,905,016 votes Ratification of CBIZ CPAs P.C. for 2026

Key Terms

Annual Meeting of Stockholders, Class II directors, 2021 Omnibus Incentive Plan, Broker Non-Votes, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 11, 2026, Biofrontera Inc. (the “Company”) held its Annual Meeting of Stockholders"

Class II directors financial

"Stockholders elected Beth J. Hoffman, Ph.D. and Kevin D. Weber to serve as Class II directors"

2021 Omnibus Incentive Plan financial

"Stockholders approved the amendment and restatement of the Company’s 2021 Omnibus Incentive Plan"

Broker Non-Votes financial

"The tabulation of votes cast was as follows ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

06/17/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 11, 2026

Biofrontera Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40943

47-3765675

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

660 Main Street, 1st Floor

Woburn, Massachusetts

01801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 245-1325

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	BFRI	The Nasdaq Stock Market LLC
Warrants to purchase common stock	BFRIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 11, 2026, Biofrontera Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Company’s solicitation. Details of the proposals voted on at the Annual Meeting are described in the Proxy Statement filed by the Company with the Securities and Exchange Commission on April 30, 2026. There were present at the Annual Meeting holders of shares representing 11,630,133 votes, constituting a quorum. The following summarizes all matters voted on at the Annual Meeting.

1. Stockholders elected Beth J. Hoffman, Ph.D. and Kevin D. Weber to serve as Class II directors of the Company until the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal. The tabulation of votes cast was as follows:

Beth J. Hoffman, Ph.D.

For			Withheld				Broker Non-Votes
8,089,416				221,060				3,319,657

Kevin D. Weber

For			Withheld				Broker Non-Votes
8,203,433				107,043				3,319,657

2. Stockholders approved the amendment and restatement of the Company’s 2021 Omnibus Incentive Plan, including to increase the total number of shares of common stock authorized thereunder from 3,750,000 to 8,750,000. The tabulation of votes cast was as follows:

For			Against				Abstain				Broker Non-Votes
7,893,236				241,359				175,881				3,319,657

3. Stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The tabulation of votes cast was as follows:

For			Against				Abstain				Broker Non-Votes
10,905,016				723,806				1,311				0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

June 17, 2026	Biofrontera Inc.
(Date)	(Registrant)

	/s/ E. Fred Leffler III
	E. Fred Leffler III
	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Biofrontera Inc. (BFRI) stockholders approve at the 2026 annual meeting?

Stockholders elected two Class II directors, expanded the 2021 Omnibus Incentive Plan share reserve, and ratified CBIZ CPAs P.C. as independent registered public accounting firm for 2026. Each proposal received strong support based on the reported voting results.

How many shares are authorized under Biofrontera (BFRI) 2021 Omnibus Incentive Plan after the vote?

Stockholders approved increasing the total number of common shares authorized under the 2021 Omnibus Incentive Plan from 3,750,000 to 8,750,000. This larger pool supports future equity-based compensation grants as described in the company’s proxy materials.

Who was elected to the Biofrontera Inc. (BFRI) board at the 2026 annual meeting?

Beth J. Hoffman, Ph.D. and Kevin D. Weber were elected as Class II directors to serve until the 2029 Annual Meeting of Stockholders. Each director received more than 8.0 million votes in favor, with additional broker non-votes reported.

What were the vote results for Biofrontera (BFRI) director elections in 2026?

Beth J. Hoffman, Ph.D. received 8,089,416 votes for and 221,060 withheld, while Kevin D. Weber received 8,203,433 votes for and 107,043 withheld. Both proposals also recorded 3,319,657 broker non-votes in the tabulation.

Which auditor did Biofrontera Inc. (BFRI) stockholders ratify for fiscal 2026?

Stockholders ratified CBIZ CPAs P.C. as Biofrontera’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 10,905,016 votes for, 723,806 against, 1,311 abstentions, and no broker non-votes.

What level of quorum was present at the Biofrontera (BFRI) 2026 annual meeting?

Holders of shares representing 11,630,133 votes were present at the Annual Meeting, constituting a quorum. This allowed stockholders to validly act on director elections, the incentive plan amendment, and auditor ratification proposals.

Filing Exhibits & Attachments

4 documents