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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 16, 2025
Biofrontera
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40943 |
|
47-3765675 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
120
Presidential Way, Suite 330
Woburn,
Massachusetts |
|
01801 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (781) 245-1325
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.001 per share |
|
BFRI |
|
The
Nasdaq Stock Market LLC |
| Preferred
Stock Purchase Rights |
|
No |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase common stock |
|
BFRIW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.07 Submission of Matters to a Vote of Security Holders
On
September 16, 2025, Biofrontera Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).
Proxies for the Special Meeting
were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to the
Company’s solicitation. Details of the proposals voted on at the Special Meeting are described in the Proxy Statement filed by
the Company with the Securities and Exchange Commission on August 5, 2025. There were present at the Special Meeting holders of shares
representing 8,403,861 votes for the first, third, and fourth proposals, and representing 6,820,211 votes for the second proposal, constituting
a quorum for all proposals. The following summarizes all matters voted on at the Special Meeting.
1.
Stockholders approved an amendment to the Company’s certificate of incorporation (a) to effect a reverse split of the Company’s
common stock if deemed necessary by our Board of Directors to maintain or regain compliance with the minimum closing bid price requirement
for continued listing on Nasdaq and (b) to decrease the number of authorized shares of our common stock in the same ratio as is selected
for the reverse stock split. The tabulation of votes cast was as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 7,161,214 |
|
1,239,537 |
|
3,110 |
|
0 |
2.
Stockholders approved the issuance of shares of common stock in connection with the conversion of shares of Series C Preferred Stock,
and the elimination of limitations on the voting of Series C Preferred Stock. The tabulation of votes cast were as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 3,470,432 |
|
389,984 |
|
26,419 |
|
2,933,376 |
3.
Stockholders approved the issuance of shares of common stock in connection with the conversion of shares of Series D Preferred Stock,
and the elimination of limitations on the voting of Series D Preferred Stock. The tabulation of votes cast were as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 5,053,120 |
|
390,996 |
|
26,369 |
|
2,933,376 |
4.
Stockholders approved a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies
in the event there are insufficient votes for the approval of the first, second, or third proposals. The tabulation of votes cast was
as follows:
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 7,371,647 |
|
1,011,820 |
|
20,394 |
|
0 |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| September
19, 2025 |
Biofrontera
Inc. |
| (Date) |
(Registrant) |
| |
|
| |
/s/
E. Fred Leffler III |
| |
E.
Fred Leffler III |
| |
Chief
Financial Officer |
