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

Rhea-AI Filing Summary

Delphi Unternehmensberatung AG reported an initial beneficial ownership statement for Biofrontera Inc. (BFRI). The filing discloses 400,000 common shares held indirectly by Biofrontera AG and 58,884 common shares held indirectly by Deutsche Balaton Aktiengesellschaft. It also reports convertible preferred stock representing 4,831,172 underlying common shares held indirectly by Biofrontera AG, convertible at $0.6249 with a 19.99% ownership cap on conversion.

Positive

• Substantial indirect position disclosed: Delphi and affiliates collectively hold approximately 62.2% of Biofrontera AG voting stock, indicating consolidated control at that level.
• Convertible preferred detailed: The convertible preferred maps to 4,831,172 underlying common shares with a clear $0.6249 conversion price and a 19.99% ownership cap, providing transparency on potential dilution.

Negative

• Beneficial ownership disclaimers: The reporting person disclaims direct beneficial ownership, limiting clarity on economic/control exposure beyond stated percentages.
• Conversion restriction: The 19.99% cap on conversion limits immediate conversion flexibility and could complicate any attempt to convert all preferred shares into common.

Insights

Corporate Governance Expert

TL;DR: Reporting shows significant indirect holdings and layered ownership that imply control influence over Biofrontera AG's voting stock.

The report documents that Delphi Unternehmensberatung AG holds securities indirectly through Biofronfera AG and Deutsche Balaton Aktiengesellschaft. The filing states Delphi and affiliates collectively hold ~62.2% of Biofrontera AG's voting stock, which may confer effective control over decisions at that entity and, by extension, influence over the issuer through indirect ownership. The disclaimer limits admission of beneficial ownership but does not negate the disclosed ownership structure.

Securities Analyst

TL;DR: Holdings include ~4.83M underlying shares via convertible preferred; conversion capped to avoid >19.99% ownership.

The convertible preferred reported is exercisable at $0.6249 per share and corresponds to 4,831,172 common shares if converted, subject to a 19.99% ownership limitation. This cap restricts immediate dilution risk from a full conversion into a single holder exceeding the threshold. The layered indirect ownership through majority interests in intermediate entities is disclosed plainly without further transactional detail.

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^*

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

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	(3)	(3)	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 reported shares are held directly by Deutsche Balaton Aktiengesellschaft. The Reporting Person owns a majority interest in VV Beteiligungen Aktiengesellschaft, which owns a majority interest in Deutsche Balaton Aktiengesellschaft. 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.

3. 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 Delphi Unternehmensberatung Aktiengesellschaft	09/30/2025
	** 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.
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FAQ

Who filed the Form 3 reporting beneficial ownership of BFRI?

The filer is Delphi Unternehmensberatung Aktiengesellschaft, reporting indirect holdings in Biofrontera Inc. (BFRI).

How many common shares are reported as indirectly owned in this filing?

The filing reports 400,000 common shares via Biofrontera AG and 58,884 common shares via Deutsche Balaton Aktiengesellschaft.

What derivative position is disclosed on the Form 3 for BFRI?

Convertible preferred stock convertible into 4,831,172 common shares at a conversion price of $0.6249, with no expiration and a 19.99% ownership cap on conversion.

Does the reporting person claim direct beneficial ownership of the reported securities?

No. The report includes disclaimers that the reporting person disclaims beneficial ownership except to the extent of an indirect pecuniary interest.

What ownership control is stated regarding Biofrontera AG?

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