BFRI Form 3: Indirect Holdings & Convertible Preferred Exposure Detailed

Rhea-AI Filing Summary

Wilhelm Konrad Thomas Zours filed an initial Section 16 Form 3 reporting indirect beneficial ownership in Biofrontera Inc. (BFRI). He reports 400,000 common shares held by Biofrontera AG and 58,884 common shares held by Deutsche Balaton Aktiengesellschaft, both held indirectly. He also reports convertible preferred stock exercisable into 4,831,172 common shares at $0.6249 per share; the preferred has no expiration but conversion is capped to avoid >19.99% ownership on conversion. The filing includes managerial roles and ownership chains explaining indirect holdings.

Positive

• Transparent disclosure of indirect beneficial ownership amounts for common stock and convertible preferred interests
• Specific quantities reported: 400,000 common shares (Biofrontera AG), 58,884 common shares (Deutsche Balaton AG), and 4,831,172 shares underlying convertible preferred stock
• Conversion cap disclosed preventing holder and affiliates from exceeding 19.99% ownership upon conversion, which limits potential concentration from conversion

Negative

• Concentrated control chain is disclosed: combined intermediary entities hold approximately 62.2% of Biofrontera AG's voting stock, indicating potential influence over related entities
• Potential dilution exposure exists due to convertible preferred stock exercisable into 4,831,172 common shares, although conversion is contractually capped

Insights

Financial Analyst

TL;DR: Form 3 discloses significant indirect holdings and convertible preferred exposure but offers no financial performance data.

The filing clearly maps the ownership chain through Delphi Unternehmensberatung AG, VV Beteiligungen AG and Deutsche Balaton AG, showing indirect exposure to 400,000 and 58,884 common shares plus rights to 4,831,172 common shares via convertible preferred stock at a $0.6249 strike. For investors this is a transparency filing: it quantifies potential dilution if conversion occurs while noting a contractual cap preventing conversion above 19.99% ownership. There are no trading transactions, cash or earnings data disclosed.

Corporate Governance Expert

TL;DR: The report documents indirect control links and managerial roles that could imply significant influence over issuer-related entities.

The reporting person discloses majority interests and management positions in intermediary entities, explaining why he may be deemed to beneficially own shares held by Biofrontera AG and Deutsche Balaton AG. The filing emphasizes disclaimers of direct beneficial ownership except to the extent of indirect pecuniary interest. This is a routine control-and-disclosure filing without immediate governance actions or transactions described.

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^*

Zours Wilhelm Konrad Thomas

(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	400,000	I	By Biofrontera AG(1)(2)
Common Stock	58,884	I	By Deutsche Balaton Aktiengesellschaft(3)

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	(4)	(4)	Common Stock	4,831,172	$0.6249	I	By Biofrontera AG(1)(2)

Explanation of Responses:

1. The reported shares are held directly by Biofrontera AG. The Reporting Person owns a majority interest in Delphi Unternehmensberatung Aktiengesellschaft, which owns a majority interest in VV Beteiligungen Aktiengesellschaft, which owns a majority interest in Deutsche Balaton Aktiengesellschaft. Collectively, Delphi Unternehmensberatung Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft and Deutsche Balaton Aktiengesellschaft hold approximately 62.2% of the outstanding voting stock of Biofrontera AG.

2. In addition, the Reporting Person is a member of the management board of VV Beteiligungen Aktiengesellschaft and a management board member of Delphi Unternehmensberatung Aktiengesellschaft. As a result of the above, the Reporting Person 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 his 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.

3. The reported shares are held directly by Deutsche Balaton Aktiengesellschaft. The Reporting Person owns a majority interest in Delphi Unternehmensberatung Aktiengesellschaft, which owns a majority interest in VV Beteiligungen Aktiengesellschaft, which owns a majority interest in Deutsche Balaton Aktiengesellschaft. In addition, the Reporting Person is a member of the management board of VV Beteiligungen Aktiengesellschaft and a management board member of Delphi Unternehmensberatung Aktiengesellschaft. As a result of the above, the Reporting Person may be deemed to beneficially own the shares owned by Deutsche Balaton Aktiengesellschaft. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his 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.

4. 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.

	/s/ Martin Flick, attorney in fact for Wilhelm Konrad Thomas Zours	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).
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FAQ

What securities did Wilhelm Konrad Thomas Zours report owning in the BFRI Form 3?

The filing reports indirect ownership of 400,000 common shares via Biofrontera AG, 58,884 common shares via Deutsche Balaton Aktiengesellschaft, and convertible preferred stock exercisable into 4,831,172 common shares at a $0.6249 conversion price.

Does the Form 3 show any direct purchases or sales of BFRI stock?

No. The Form 3 discloses indirect beneficial ownership and convertible preferred rights but does not report any direct purchases or sales transactions.

Is there any limit on converting the preferred stock reported in the Form 3?

Yes. The convertible preferred stock can be converted at any time but includes a limitation preventing the holder and its affiliates from beneficially owning more than 19.99% of the outstanding common stock upon conversion.

Why is Mr. Zours deemed to beneficially own these shares?

He owns majority interests in Delphi Unternehmensberatung AG and holds management board positions in Delphi and VV Beteiligungen AG, which collectively control intermediary entities holding the reported shares, creating indirect beneficial ownership as disclosed.

Does the filing state an admission of beneficial ownership by Mr. Zours?

The filing includes a disclaimer: the Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his indirect pecuniary interest, and states the report is not an admission of beneficial ownership for Section 16 purposes.