Form 3: VV Beteiligungen Reports 400K+58.9K Shares and 4.83M Convertible Stake in Biofrontera (BFRI)

Rhea-AI Filing Summary

VV Beteiligungen Aktiengesellschaft filed an Initial Statement of Beneficial Ownership (Form 3) reporting indirect holdings in Biofrontera Inc. (BFRI) arising through affiliates. The filing notes an event date of 09/16/2025 and identifies the reporting person as a Director. VV Beteiligungen reports 400,000 shares of common stock held indirectly by Biofrontera AG and 58,884 shares held indirectly by Deutsche Balaton Aktiengesellschaft. In addition, the filer reports Series D convertible preferred stock convertible into 4,831,172 shares of common stock at a conversion price of $0.6249 per share; the preferred has no expiration and conversion is limited so the holder and affiliates cannot exceed 19.99% ownership on conversion. The filing states the reporting person and its affiliates collectively hold approximately 62.2% of the outstanding voting stock of Biofrontera AG and disclaim direct beneficial ownership except to the extent of indirect pecuniary interest.

Positive

• Clear quantitative disclosure of indirect common shares (400,000 and 58,884) and convertible preferred underlying 4,831,172 shares
• Conversion economics provided: conversion price of $0.6249 and a 19.99% cap which limits immediate control through conversion
• Disclosure of significant upstream control: filer and affiliates collectively hold ~62.2% of Biofrontera AG voting stock

Negative

• Beneficial ownership disclaimed except for indirect pecuniary interest, leaving ambiguity about direct voting control at the issuer level
• No dates or prices for when the reported securities were acquired are provided in the filing, limiting chronology and cost-basis analysis

Insights

Corporate Governance Expert

TL;DR: Significant indirect stake disclosed; governance influence exists but formal direct ownership is disclaimed.

The Form 3 documents a material indirect ownership position through two entities: Biofrontera AG and Deutsche Balaton Aktiengesellschaft. Reporting that the filer and affiliates hold ~62.2% of Biofrontera AG voting stock signals concentrated control upstream, which can affect board-level decisions and strategic direction at the affiliate level. The explicit disclaimer of beneficial ownership except for indirect pecuniary interest is standard but important: it clarifies legal positioning under Section 16 while acknowledging economic exposure. The convertible preferred disclosure, including the 19.99% conversion cap, highlights a structural constraint limiting immediate control through conversion.

Securities Analyst

TL;DR: Ownership disclosures quantify potential equity exposure and provide conversion economics for valuation context.

The filing specifies 400,000 common shares and 58,884 common shares held indirectly, plus convertible preferred convertible into 4,831,172 common shares at $0.6249 per share. These figures give clear inputs for assessing dilution risk and potential voting power if conversion were exercised within the stated cap. Reporting the event date and the indirect ownership paths aids in tracing control and calculating aggregate stakes for investor analysis. No transaction price or acquisition date is provided in this Form 3.

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^*

VV Beteiligungen 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 Deutsche Balaton Aktiengesellschaft and therefore 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 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 VV Beteiligungen 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.
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FAQ

Who filed the Form 3 reporting ownership in Biofrontera Inc. (BFRI)?

The Form 3 was filed by VV Beteiligungen Aktiengesellschaft, represented by Martin Flick as attorney in fact.

What securities did VV Beteiligungen report owning in BFRI?

The filer reported 400,000 common shares held indirectly by Biofrontera AG, 58,884 common shares held indirectly by Deutsche Balaton Aktiengesellschaft, and Series D convertible preferred convertible into 4,831,172 common shares.

What is the conversion price and any conversion limit for the preferred shares?

The Series D convertible preferred converts at $0.6249 per share and conversion is subject to a limitation preventing the holder and affiliates from exceeding 19.99% of outstanding common stock upon conversion.

What relationship does the reporting person have to Biofrontera Inc.?

The filer is identified in the Form 3 as a Director of the issuer; the form also indicates indirect ownership through affiliates.

Does VV Beteiligungen claim direct beneficial ownership of the reported securities?

No. The filing expressly disclaims direct beneficial ownership of the reported securities except to the extent of indirect pecuniary interest.