Biofrontera (NASDAQ: BFRI) warned over Nasdaq minimum bid price rule

Rhea-AI Filing Summary

Biofrontera Inc. reported that it received a notice from Nasdaq stating its common stock is not in compliance with the Nasdaq Capital Market’s minimum bid price rule, which requires a closing bid of at least $1.00 per share. The stock’s closing bid was below $1.00 for 34 consecutive business days, triggering the deficiency notice.

The company has 180 calendar days, until June 30, 2026, to regain compliance by having its closing bid price at or above $1.00 per share for at least 10 consecutive business days. If it fails to do so, Biofrontera may seek an additional compliance period, potentially including a reverse stock split, but its securities could ultimately face delisting if requirements are not met. The company plans to monitor its share price and consider available options, while noting there is no assurance it will regain or maintain compliance.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency raises potential delisting risk if Biofrontera does not lift its common stock bid back to at least $1.00 for the required period.

Insights

Equity & Listing Standards Analyst

Nasdaq bid-price deficiency adds delisting risk if not resolved.

Biofrontera Inc. disclosed it is out of compliance with Nasdaq’s minimum bid price rule after its common stock closed below $1.00 for 34 consecutive business days. This triggers a formal 180-day grace period, running until June 30, 2026, to restore the bid price to at least $1.00 for 10 consecutive business days.

If the company cannot meet this requirement, it may still qualify for a second compliance period by satisfying other Nasdaq initial listing criteria and signaling an intent to cure, potentially via a reverse stock split. Failure on those fronts could lead Nasdaq to move toward delisting, though Biofrontera would have appeal rights to a Hearings Panel.

The company states it will monitor its share price and consider options, but explicitly notes there is no assurance of regaining or maintaining compliance. Investors may focus on whether the bid price meets or exceeds the $1.00 threshold for the required 10-day window before or by June 30, 2026, given the potential consequences for liquidity and exchange visibility if delisting were to occur.

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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): December 31, 2025

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, First 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
Preferred Stock Purchase Rights		True		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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 31, 2025, Biofrontera Inc., a Delaware corporation (the “Company”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market, as the closing bid price of the Company’s common stock was less than $1.00 per share for the previous 34 consecutive business days.

The notice has no present impact on the listing or trading of the Company’s securities on The Nasdaq Capital Market. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until June 30, 2026, to regain compliance with the rule referred to in this paragraph. To regain compliance, during this 180-day compliance period, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days.

In the event that the Company does not regain compliance with the Nasdaq Listing Rules prior to the expiration of the 180-day compliance period ending on June 30, 2026, the Company may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by meeting the continued listing requirement for market value of publicly held shares and all other applicable standards for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and providing written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. Should the Nasdaq staff conclude that the Company will not be able to cure the deficiency, or if the Company does not meet other listing standards, Nasdaq could provide notice that the Company’s securities will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel.

The Company intends to actively monitor the closing bid price of its common stock and, as appropriate, will consider available options to resolve the deficiency and regain compliance with the Nasdaq Listing Rules. There can be no assurance that the Company will be able to regain compliance with Rule 5550(a)(2) or maintain compliance with the other listing requirements of the Nasdaq Capital Market.

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.

January 7, 2026		Biofrontera Inc.
(Date)		(Registrant)
		By:	/s/ E. Fred Leffler III
			E. Fred Leffler III
			Chief Financial Officer

FAQ

Why did Biofrontera Inc. (BFRI) receive a Nasdaq notice?

Biofrontera received a notice from Nasdaq because the closing bid price of its common stock was less than $1.00 per share for the previous 34 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).

How long does Biofrontera (BFRI) have to regain Nasdaq bid price compliance?

Biofrontera has 180 calendar days, until June 30, 2026, to regain compliance by having its closing bid price at or above $1.00 per share for at least 10 consecutive business days.

What happens if Biofrontera does not regain Nasdaq compliance by June 30, 2026?

If Biofrontera does not regain compliance by June 30, 2026, it may seek an additional compliance period by meeting other Nasdaq initial listing standards and indicating an intent to cure, potentially through a reverse stock split. If those steps are not sufficient, its securities could become subject to delisting, with the option to appeal to a Nasdaq Hearings Panel.

Does the Nasdaq notice immediately affect trading of BFRI stock?

According to the disclosure, the Nasdaq notice has no present impact on the listing or trading of Biofrontera’s securities on the Nasdaq Capital Market; the stock continues to trade while the company works within the compliance period.

What options did Biofrontera mention to address the Nasdaq deficiency?

Biofrontera stated it intends to actively monitor the closing bid price of its common stock and will consider available options to resolve the deficiency, including the possibility of a reverse stock split during a second compliance period, though it gave no assurance of success.

Is there any assurance that Biofrontera will maintain its Nasdaq listing?

No. Biofrontera explicitly noted there can be no assurance it will regain compliance with Nasdaq Listing Rule 5550(a)(2) or maintain compliance with other Nasdaq Capital Market listing requirements.