Biofrontera SEC Filings

Biofrontera Inc. furnished a press release announcing its financial and operational results for the three and six months ended June 30, 2025. The press release is furnished as Exhibit 99.1 and the Company states it includes non-GAAP financial measures with quantitative reconciliations to the most directly comparable GAAP measures in accordance with Regulation G. The filing explicitly notes this information is being furnished rather than filed and therefore is not subject to Section 18 liability nor automatically incorporated by reference in registration statements. The Form 8-K also identifies the registrant as an emerging growth company and lists its registered securities, including common stock (BFRI) and warrants (BFRIW) traded on Nasdaq. This Form 8-K does not include numeric financial results; readers must refer to the attached press release for the detailed figures.

Biofrontera Inc. reported second-quarter product revenue of $9.03 million, up from $7.83 million a year earlier, with total six-month revenue of $17.62 million. The company recorded a net loss of $5.32 million for the quarter and $9.53 million for the six months, while cash and cash equivalents totaled $7.24 million at June 30, 2025 versus $5.91 million at year-end. Accumulated deficit was $126.9 million and warrant liabilities decreased to $0.55 million from $1.25 million, producing non-cash fair value gains recognized in results.

The company signed a binding Term Sheet to acquire U.S. rights to Ameluz and RhodoLED, agreeing to royalty payments of 12% (or 15% if U.S. Ameluz revenue exceeds $65.0 million) and to issue Series D preferred shares to the seller. Biofrontera recorded an $8.5 million advance for Series C preferred stock and disclosed substantial doubt about its ability to continue as a going concern. The report also discloses Nasdaq noncompliance notices for minimum bid price and stockholders' equity and ongoing patent and marketing litigation that could be material.

Biofrontera Inc. announced the appointment of George Jones as Chief Commercial Officer, with his role to commence on August 25, 2025. Mr. Jones brings more than 25 years of commercial leadership in pharmaceuticals and biotech, most recently serving as Chief Operating Officer at UpScriptHealth and previously holding senior commercial roles at Currax Pharmaceuticals.

The company entered into an Employment Agreement providing an annual base salary of $315,000, a bonus opportunity up to 50% of base salary, and at least 100,000 stock options that vest in three tranches after each of the first three full years of service and are subject to the company’s option program terms. The agreement includes severance provisions that specify prorated monthly payments by year of service with a stated minimum of six months and reference to two full years, enhanced change-in-control benefits, and customary confidentiality, non-competition, non-solicitation, indemnification, and expense reimbursement terms.

Rosalind Advisors, Rosalind Master Fund L.P., Steven Salamon and Gil Aharon report beneficial ownership totaling 14,432,072 Biofrontera common shares, presented as 9.9% of the class based on 10,138,567 outstanding shares reported by the issuer. The filing shows shared voting and dispositive power over 14,432,072 shares and identifies 976,448 directly held common shares.

The total reported includes 10,733,278 shares issuable on preferred-share exercise and 2,722,346 issuable on convertible-debt conversion, but a contractual "blocker" prevents exercise to the extent it would push ownership above 9.99%. The filing states those convertible/preferred securities were not exercisable due to the blockers and the Advisor and Mr. Salamon disclaim direct beneficial ownership of RMF's shares.

Amendment No. 3 to Schedule 13D shows that Biofrontera AG ("BFAG") and related German investment vehicles—Deutsche Balaton AG, VV Beteiligungen AG, Delphi Unternehmensberatung AG—and six individuals now collectively control 458,884 Biofrontera Inc. shares, or 4.86 % of the 9,446,197 shares outstanding. BFAG itself holds 400,000 shares (4.23 %). Dilution from successive equity issuances and a 1-for-20 reverse split pushed each filer below the 5 % reporting threshold.

Key new element: on 30 Jun 2025 BFAG transferred all U.S. rights to Ameluz and RhodoLED back to the issuer. In return BFAG received (i) a 12 – 15 % royalty on future U.S. Ameluz sales (rate rises above US$65 m revenue) and (ii) 3,019 shares of Series D Convertible Preferred Stock. Each preferred share converts into common at US$0.6249, equating to 4,831,172 common shares. Conversion and associated voting rights are blocked until shareholder approval.

If conversion is approved, BFAG’s stake would jump to roughly 51 % of current shares outstanding, restoring majority control and giving BFAG the right to appoint up to two directors for three years. Deutsche Balaton indicates it may buy or sell additional shares depending on market conditions; the other reporting persons currently have no direct purchase plans. No criminal or civil proceedings involve the filers, though DB has ongoing German litigation against BFAG concerning the 2021 IPO.