[Form 4] Biofrontera Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• $3,019,000 of U.S. product-related assets were contributed to the issuer in exchange for Series D convertible preferred stock
• The Series D preferred is convertible at any time with no expiration, providing flexibility to monetize or convert into common equity
• The reporting person secured the right to appoint one board representative, increasing governance alignment with the issuer

Negative

• None.

Insights

Financial Analyst

TL;DR: Acquisition converts assets into preferred stock valued at ~$3.02M, modest governance influence; limited immediate market impact.

The reporting person exchanged assets for Series D convertible preferred stock with an estimated value of $3,019,000. The convertible nature and absence of an expiration date give flexibility to convert to common shares, potentially increasing common share supply if exercised. The filing shows beneficial ownership of 4,831,172 common shares plus 3,019 convertible preferred, but no sale or public-market transaction was disclosed here. This is a non-cash, private consideration transaction that alters the issuers capital structure modestly while transferring specified U.S. product assets to the issuer.

Corporate Governance Expert

TL;DR: Reporting person gained board appointment rights, increasing governance influence without disclosed management changes.

The agreement grants the reporting person the right to appoint one board representative and it deputized Dr. Heikki Lanckriet to the board. That increases the reporting persons ability to influence corporate decisions and oversight. The filing does not disclose any management departures or additional governance changes. The instrument received is convertible and perpetual, which may affect future shareholder dynamics depending on conversion decisions and any related voting rights.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Biofrontera AG

(Last) (First) (Middle)

HEMMELRATHER WEG 201

(Street)

LEVERKUSEN 2M D-51377

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Biofrontera Inc. [ BFRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	$0.0006	09/16/2025		P		3,019		(1)	(1)	Common Stock	4,831,172	(2)	3,019	D

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date.

2. The reporting person acquired the convertible preferred stock in a privately negotiated transaction in exchange for assets related to the production and sale of certain products in the United States having an estimated market value of approximately $3,019,000.

Remarks:

The Reporting Person has entered into an agreement with the Issuer pursuant to which the Reporting Person may appoint one representative to the board of directors of the Issuer. Dr. Heikki Lanckriet has been deputized to represent the Reporting Person on the board of directors of the Issuer. By virtue of Dr. Lanckriet's representation, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed a director by deputization of the Issuer. Dr. Lanckriet has filed a separate Section 16 report disclosing securities of the Issuer he may be deemed to beneficially own for Section 16 purposes.

	/s/ Maria del Pilar de la Huerta Martinez, as Chief Financial Officer of Biofrontera AG	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did Biofrontera AG acquire on 09/16/2025?

Biofrontera AG acquired 3,019 shares of Series D convertible preferred stock in exchange for U.S. product-related assets with an estimated value of $3,019,000.

How many common shares does the reporting person beneficially own after the transaction?

After the reported transaction the reporting person beneficially owned 4,831,172 common shares and 3,019 derivative securities.

Can the Series D convertible preferred be converted into common stock?

Yes. The filing states the Series D preferred is convertible at any time at the holders election and has no expiration date.

Does the reporting person have board representation at Biofrontera Inc.?

Yes. The reporting person has an agreement to appoint one representative to the board; Dr. Heikki Lanckriet has been deputized to represent the reporting person.

Was this transaction a market purchase or a private transaction?

The filing specifies the convertible preferred stock was acquired in a privately negotiated transaction in exchange for assets.