Biofrontera SEC Filings

Biofrontera AG and related Reporting Persons disclosed substantial potential ownership of Biofrontera Inc. common stock through conversion rights in Series D Convertible Preferred Stock. BFAG holds 3,019 shares of Series D Preferred Stock convertible, subject to a conversion cap, into up to 4,831,172 common shares but limited by a Maximum Percentage of 19.99%, which currently yields beneficial ownership of 2,493,346 shares (19.54%). Collectively certain Reporting Persons report beneficial ownership of 2,552,230 shares (19.99%). The Series D conversion follows a September 16, 2025 stockholder approval; conversion economics equal $1,000 divided by $0.6249 per share prior to rounding. The Agreement transferring U.S. rights to Ameluz and RhodoLED includes a royalty structure of 12% if U.S. Ameluz revenue is under $65.0 million and 15% if above that threshold. Reporting Persons disclaim formation of a group while acknowledging interlocking ownership and governance relationships.

Biofrontera AG reported acquiring 3,019 shares of Series D convertible preferred stock on 09/16/2025 in a privately negotiated transaction in exchange for assets related to U.S. production and sale of certain products with an estimated market value of $3,019,000. The Series D preferred is convertible at any time at the holder's election and has no expiration date. After the transaction the reporting person beneficially owned 4,831,172 shares of common stock and 3,019 derivative securities. The reporting entity is a director and >10% owner and has an agreement allowing it to appoint one director; Dr. Heikki Lanckriet has been deputized to serve on the issuer's board.

Biofrontera Inc. filed Amendment No. 1 to its Form S-1 registering 13,602,176 shares of common stock issuable upon conversion of Series C Convertible Preferred Stock originally issued July 1, 2025.

The prospectus states the shares are being registered for resale by the selling stockholders and that the company will receive no proceeds from those sales. The company reports its common stock is quoted on Nasdaq under BFRI and the last reported sale price was $0.93 per share on August 12, 2025. Biofrontera describes its commercial focus on Ameluz® PDT and Xepi® (Xepi was designated held for sale with an anticipated divestiture in the second half of 2025) and discloses a June 30, 2025 agreement to acquire all U.S. rights to Ameluz® and RhodoLED® with a royalty arrangement of 12% when U.S. Ameluz revenue is under $65 million and 15% when it exceeds that threshold. The prospectus discloses material operational risks including sole reliance on licensed products, prior patent expirations (Ameluz patents expired 2019), manufacturing and supply risks, and a statement that there is substantial doubt about the company’s ability to continue as a going concern. Key clinical milestones and regulatory items are summarized, including completed and expected trial dates and an October 2024 FDA approval increasing the maximum tubes per treatment from one to three.

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.