false
0001858685
0001858685
2025-06-12
2025-06-12
0001858685
BFRI:CommonStockParValue0.001PerShareMember
2025-06-12
2025-06-12
0001858685
BFRI:PreferredStockPurchaseRightsMember
2025-06-12
2025-06-12
0001858685
BFRI:WarrantsToPurchaseCommonStockMember
2025-06-12
2025-06-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 12, 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 |
|
|
|
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
June 12, 2025, Biofrontera Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).
Proxies for the Annual 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 Annual Meeting are described
in the Proxy Statement filed by the Company with the Securities and Exchange Commission on April 30, 2025. There were present at the
Annual Meeting holders of shares representing 6,338,347 votes, constituting a quorum. The following summarizes all matters voted on at
the Annual Meeting.
1.
Stockholders elected Heikki Lanckriet to serve as a Class I director of the Company until the 2028 Annual Meeting of Stockholders and
until his successor has been elected and qualified, or until his earlier death, resignation, or removal. The tabulation of votes cast
was as follows:
| For | | |
Withheld | | |
Broker Non-Votes | |
| | 4,565,450 | | |
| 329,105 | | |
| 1,443,792 | |
2.
Stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of
authorized shares of the Company’s common stock from 35,000,000 to 70,000,000. The tabulation of votes cast were as follows:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 5,499,898 | | |
| 837,939 | | |
| 510 | | |
| 0 | |
3.
Stockholders approved a proposal to adjourn the Annual 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 second proposal. The tabulation of votes cast was as follows:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 5,716,131 | | |
| 617,734 | | |
| 4,482 | | |
| 0 | |
4.
Stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2025. The tabulation of votes cast was as follows:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 6,144,222 | | |
| 187,326 | | |
| 6,799 | | |
| 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.
| June 18,
2025 |
|
Biofrontera
Inc. |
| (Date) |
|
(Registrant) |
| |
|
|
| |
|
/s/
E. Fred Leffler III |
| |
|
E. Fred Leffler III |
| |
|
Chief Financial Officer |
