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

Rhea-AI Filing Summary

Maria del Pilar de la Huerta Martinez filed an Initial Statement of Beneficial Ownership on Form 3 reporting indirect holdings in Biofrontera Inc. (BFRI). The filing states 400,000 shares of common stock are held indirectly by Biofrontera AG and the reporting person may be deemed to beneficially own those shares because she is the sole member of the management board of Biofrontera AG. The filing also reports ownership of Series D convertible preferred stock convertible into 4,831,172 shares of common stock at a conversion price of $0.0006 per share; the preferred is convertible at any time and has no expiration date. The reporting person is identified as a director and a 10% owner for the issuer, and disclaims direct beneficial ownership except for any indirect pecuniary interest. The filing notes that Biofrontera AG has the right to appoint a board representative and that Dr. Heikki Lanckriet has been deputized and filed a separate Section 16 report.

Positive

• Clear disclosure of indirect holdings through Biofrontera AG, including specific share counts
• Full description of the convertible preferred's conversion amount and price ($0.0006) and that it has no expiration

Negative

• None.

Insights

Securities Compliance Analyst

TL;DR: Routine Form 3 disclosing indirect holdings via an affiliated corporate holder and convertible preferred shares with broad conversion rights.

The filing is a standard initial Section 16 disclosure showing indirect ownership through Biofrontera AG rather than direct ownership by the reporting person. Key facts are the 400,000 common shares held by Biofrontera AG and the Series D convertible preferred representing 4,831,172 common shares on conversion at $0.0006 per share. The preferred is convertible at any time with no expiration, which is a material descriptive feature of the instrument but the filing does not disclose any exercise or transfer activity. The reporting person appropriately includes the customary disclaimer of direct beneficial ownership while acknowledging potential deemed ownership due to her corporate position.

Corporate Governance Expert

TL;DR: Disclosure clarifies governance linkage between the reporting person, Biofrontera AG and the issuer via deputized board representation.

The form highlights governance arrangements: Biofrontera AG may appoint a director and has deputized Dr. Heikki Lanckriet to represent it on Biofrontera Inc.'s board. The reporting person is the sole member of Biofrontera AG's management board, which explains the indirect reporting. The statement and disclaimer are consistent with Section 16 reporting practice for corporate intermediaries; no direct transfers, stock sales, or compensatory awards are reported in this filing.

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^*

de la Huerta Martinez Maria del Pilar

(Last) (First) (Middle)

HEMMELRATHER WEG 201

(Street)

LEVERKUSEN 2M D-51377

(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)

X	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	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	$0.0006	I	By Biofrontera AG(1)

Explanation of Responses:

1. The reported shares are held directly by Biofrontera AG. The Reporting Person may be deemed to beneficially own the shares owned by Biofrontera AG because of her position as the sole member of the management board of Biofrontera AG. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her 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 election, and has no expiration date.

Remarks:

Biofrontera AG has entered into an agreement with the Issuer pursuant to which Biofrontera AG may appoint one representative to the board of directors of the Issuer. Dr. Heikki Lanckriet has been deputized to represent Biofrontera AG on the board of directors of the Issuer. By virtue of Dr. Lanckriet's representation and the Reporting Person's position as the sole member of the management board of Biofrontera AG, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed a director by deputization of the Issuer. Dr. Lanckriet has filed a separate Section 16 report disclosing securities of the Issuer he may be deemed to beneficially own for Section 16 purposes.

	/s/ Maria del Pilar de la Huerta Martinez	09/25/2025
	** 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 securities did Maria del Pilar de la Huerta Martinez report on Form 3 for BFRI?

She reported 400,000 shares of common stock held indirectly by Biofrontera AG and Series D convertible preferred stock convertible into 4,831,172 common shares.

How is the reporting person connected to Biofrontera Inc. (BFRI)?

The form lists her as a director and a 10% owner and states she is the sole member of the management board of Biofrontera AG, which holds the reported shares.

What are the conversion terms for the Series D convertible preferred reported?

The Series D preferred is convertible at any time at the holder's election into 4,831,172 common shares at a conversion price of $0.0006 per share and has no expiration date.

Did the filing report any direct ownership or transfers by the reporting person?

No. The filing states the shares are held directly by Biofrontera AG and the reporting person disclaims direct beneficial ownership except for any indirect pecuniary interest.

When was the event requiring the Form 3 reported and when was the form signed?

The Date of Event Requiring Statement is 09/16/2025 and the reporting person signed the form on 09/25/2025.