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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): October 23, 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.) |
120
Presidential Way, Suite 330
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 |
|
No |
|
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
7.01 Regulation FD Disclosure.
On
October 23, 2025, Biofrontera Inc. issued a press release announcing the
closing of its restructuring and asset purchase agreement with Biofrontera AG, backed by an investment
of $11 million led by existing investors. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
The
information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this
Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act
of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
| 99.1 |
Press release dated October 23, 2025 |
| 104 |
Cover Page Interactive
Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
October
23, 2025
(Date) |
Biofrontera
Inc.
(Registrant) |
| |
/s/
E Fred Leffler, III |
| |
E
Fred Leffler, III
Chief
Financial Officer |
