[Form 3] Biofrontera Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Deutsche Balaton Aktiengesellschaft filed an Initial Statement of Beneficial Ownership reporting direct ownership of 58,884 shares of Biofrontera Inc. (BFRI) and indirect ownership of 400,000 common shares

The filer also reports indirect beneficial ownership of 4,831,172 common shares underlying Series D Convertible Preferred Stock convertible at $0.6249 per share, held by Biofrontera AG. The filer states it and affiliates control ~62.2% of Biofrontera AG voting stock and disclaims direct beneficial ownership except for indirect pecuniary interest. The preferred has no expiration and conversion is limited to prevent over 19.99% ownership on conversion.

Insights

Securities Analyst

TL;DR: A large indirect stake is reported via Biofrontera AG, including convertible preferreds that could meaningfully affect common share count on conversion.

The filing shows Deutsche Balaton Aktiengesellschaft directly holds 58,884 common shares and indirectly holds 400,000 common shares plus economic exposure to 4,831,172 common shares via Series D Convertible Preferred Stock convertible at $0.6249 per share. The report explicitly states the filer and affiliates control ~62.2% of Biofrontera AG's voting stock, explaining the basis for indirect beneficial ownership. The convertible preferred has no expiration and contains a conversion limitation capping beneficial ownership post-conversion at 19.99%, which may constrain immediate dilution but signals potential future common share issuance if conditions permit.

Corporate Governance Specialist

TL;DR: This Form 3 documents initial reporting by a significant insider/affiliate with both direct and broad indirect economic interests.

The filing identifies the reporting person as a Director and indicates ownership both directly and indirectly through Biofrontera AG. The disclosure and the disclaimer language are standard: indirect pecuniary interest is claimed and direct beneficial ownership is disclaimed except as to that interest. The conversion feature of the preferred stock and the 19.99% ownership cap are explicit contractual terms that affect voting and control dynamics if conversion occurs. For governance, the combination of direct stake, large indirect exposure, and affiliate control of Biofrontera AG is material to shareholder control dynamics.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DEUTSCHE BALATON AKTIENGESELLSCHAFT

(Last) (First) (Middle)

ZIEGELHAUSER LANDSTRASSE 3

(Street)

HEIDELBERG 2M 69120

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2025

3. Issuer Name and Ticker or Trading Symbol
Biofrontera Inc. [ BFRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	58,884	D
Common Stock	400,000	I	By Biofrontera AG(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	(2)	(2)	Common Stock	4,831,172	$0.6249	I	By Biofrontera AG(1)

Explanation of Responses:

1. The reported shares are held directly by Biofrontera AG. The Reporting Person and its affiliates collectively hold approximately 62.2% of the outstanding voting stock of Biofrontera AG and therefore may be deemed to beneficially own the shares owned by Biofrontera AG. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. The convertible preferred stock is convertible at any time at the holder's option, subject to a limitation that prevents the holder and its affiliates from beneficially owning more than 19.99% of the outstanding common stock upon conversion. The preferred stock has no expiration date.

	By: /s/ Martin Flick, attorney in fact for Deutsche Balaton Aktiengesellschaft	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Deutsche Balaton Aktiengesellschaft report on Form 3 for BFRI?

The filer reported direct ownership of 58,884 common shares, indirect ownership of 400,000 common shares, and indirect exposure to 4,831,172 common shares underlying Series D convertible preferred stock.

How much voting control does the filer claim in Biofrontera AG?

The filing states the reporting person and its affiliates collectively hold approximately 62.2% of the outstanding voting stock of Biofrontera AG.

What are the terms of the Series D Convertible Preferred Stock disclosed?

The preferred is convertible at the holder's option into common stock at a conversion price of $0.6249 per share, has no expiration date, and conversion is limited to prevent beneficial ownership above 19.99%.

Did the reporting person claim direct beneficial ownership of the indirect shares?

No. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its indirect pecuniary interest therein.

When was the event requiring this Form 3?

The Date of Event Requiring Statement is listed as 09/16/2025.