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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): November 4, 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
8.01. Other Events.
As
described further below, on each of November 4, 2025 and November 6, 2025, Biofrontera Inc. (the “Company”) received a notice
(the “November 4 Notice” and the “November 6 Notice,” respectively) from the Listing Qualifications staff
of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it has regained compliance with the continued listing requirements
under Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”) and Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”).
Nasdaq
Listing Rule 5550(b)(1)
In
the November 4 Notice, Nasdaq notified the Company that, based on certain disclosures in the Current Report on Form 8-K
filed by the Company on October 24, 2025, the Company is in compliance with the continued listing requirement under Rule 5550(b)(1).
The November 4 Notice further provides that the Company may be subject to delisting if the Company fails to evidence compliance with
Rule 5550(b)(1) upon filing its next periodic report.
As
previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 23, 2025,
Nasdaq notified the Company on May 21, 2025 that, based on the Company’s stockholders’ equity as reported in its Quarterly
Report on Form 10-Q for the period ended March 31, 2025, the Company did not satisfy the continued listing requirement under Rule 5550(b)(1).
Nasdaq
Listing Rule 5550(a)(2)
In
the November 6 Notice, Nasdaq notified the Company that, because the closing bid price of the Company’s common stock
was $1.00 per share or greater for the preceding 11 consecutive business days, the Company has regained compliance with the continued
listing requirement under Rule 5550(a)(2).
As
previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 14, 2025,
Nasdaq notified the Company on May 8, 2025 that, because the closing bid price of the Company’s common stock was less than $1.00
per share for the preceding 33 consecutive business days, the Company did not satisfy the continued listing requirement under Rule 5550(a)(2).
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.
| November
10, 2025 |
Biofrontera
Inc. |
| (Date) |
(Registrant) |
| |
|
| |
/s/
E. Fred Leffler III |
| |
E.
Fred Leffler, III |
| |
Chief
Financial Officer |
