Biofrontera AG Could Regain Majority Via Series D Shares, 13D/A Shows

Q: How much of Biofrontera Inc. (BFRIW) do the reporting persons currently own?

They collectively report 458,884 shares, or 4.86 % of outstanding common stock .

Q: What consideration did BFAG receive for transferring U.S. rights to Ameluz and RhodoLED?

BFAG receives a 12-15 % royalty on U.S. sales plus 3,019 Series D convertible preferred shares .

Q: Does BFAG gain board representation?

Yes. For three years after 30 Jun 2025, BFAG may appoint one or two directors depending on board size, as long as it holds Series D preferred or its converted shares.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

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.

Positive

Royalty structure (12-15 %) replaces transfer-pricing, potentially simplifying cost accounting and improving visibility into U.S. margins.
Issuer gains full U.S. rights to Ameluz and RhodoLED, removing operational complexity tied to the prior license arrangement.

Negative

Potential issuance of 4.83 m new shares implies >50 % dilution if Series D preferred converts, pressuring existing shareholders.
BFAG would regain majority control, reducing minority influence and increasing governance risk.
Ongoing German litigation between Deutsche Balaton and BFAG highlights shareholder disputes that could distract management.

Insights

TL;DR – Conversion would hand BFAG majority control and create ~51 % dilution risk for existing holders.

The filing itself is neutral today—aggregate ownership is just 4.86 %. However, the embedded option to convert Series D preferred into 4.8 m common shares is highly significant. Should shareholders approve, the float increases >50 % and BFAG regains effective control. That could improve strategic stability but materially dilutes minority investors and shifts governance. The 12-15 % royalty replaces transfer-pricing, likely lifting BFRI gross margin but adds a fixed outflow tied to U.S. sales. Net impact hinges on Ameluz revenue trajectory. Investors must weigh short-term dilution versus potential cost-structure improvements.

TL;DR – Filing signals a pathway to re-establish a controlling shareholder with board seats.

The amendment clarifies that no formal “group” agreement exists, yet interlocking ownership (DB → BFAG) and board cross-representation raise influence concerns. The right to appoint up to two directors for three years solidifies BFAG’s governance leverage post-conversion. Ongoing Cologne litigation underlines historical friction over minority rights. While the royalty deal may align economic incentives, approval of Series D preferred would markedly reduce free-float influence. From a governance lens, this is negative for minority protections and could trigger proxy resistance.

07/25/2025 - 02:31 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Biofrontera Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

09077D209

(CUSIP Number)

Dr. Martin Flick
Ziegelhaeuser Landstrasse 3,
Heidelberg, 2M, 69120
496221649240

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.001 per share

(b)

Name of Issuer:

Biofrontera Inc.

(c)

Address of Issuer's Principal Executive Offices:

120 Presidential Way,, Suite 330, Woburn, MASSACHUSETTS , 01801.

Item 2.

Identity and Background

(a)

This Amendment No. 3 to Schedule 13D is being filed by Biofrontera AG ("BFAG"), Deutsche Balaton Aktiengesellschaft ("DB"), VV Beteiligungen Aktiengesellschaft ("VVB"), Delphi Unternehmensberatung Aktiengesellschaft ("DU"), Wilhelm Konrad Thomas Zours, Alexander Link, Hansjoerg Plaggemars and Pilar de la Huerta Martinez which are collectively referred to as the "Reporting Persons". BFAG, DB, VVB and DU are collectively referred to as the "Reporting Entities" and Messrs. Zours, Link and Plaggemars, and Mrs. Huerta Martinez are collectively referred to as the "Reporting Individuals".

(b)

The address of the principal business office of DB, VVB, DU, and Messrs. Zours, Link and Plaggemars is Ziegelhauser Landstrasse 3, Heidelberg, Germany, 69120. The address of the principal business office of BFAG and Mrs. Huerta Martinez is Hemmelrather Weg 201, D-51377 Leverkusen, Germany.

(c)

The principal business of VVB and DB is to invest in, hold and dispose of equity and equity-related investments. The principal business of DU is to provide consulting services and to hold and dispose of equity and equity-related investments. BFAG is a biopharmaceutical company specializing in the development and commercialization of pharmaceutical products for the treatment of dermatological diseases. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the board of management of VVB and a member of the management board of DU (together with Hansjoerg Plaggemars). Alexander Link is a member of the board of management of DB (together with Rolf Birkert), with single power of representation, and is a member and chair of the supervisory board of BFAG, with a casting vote. Hansjoerg Plaggemars, an individual, is a member of the board of management of DU and is a member of the supervisory board of BFAG. Pilar de la Huerta Martinez, an individual, is the sole member of the management board of BFAG.

(d)

During the past five years, none of the Reporting Persons has been, and to the knowledge of the Reporting Persons, none of the Scheduled Persons (as defined below) has been, convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the past five years, none of the Reporting Persons has been, and to the knowledge of the Reporting Persons, none of the Scheduled Persons (as defined below) has been, party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The Reporting Entities are each organized under the laws of Germany. Each of the Reporting Individuals are citizens of Germany with the exception of Pilar de la Huerta Martinez, who is a citizen of Spain, and Hansjoerg Plaggemars, who is a citizen of USA.

Item 3.

Source and Amount of Funds or Other Consideration

Reference is made to Amendment No. 2 to Schedule 13D filed by BFAG, DB, VVB, DU, Mr. Zours, and Mr. Link on December 20, 2024. Since the date of such filing, none of the Reporting Persons named therein has acquired or disposed of any common stock of Biofrontera Inc. As none of the Reporting Persons has made any acquisition of securities of the Issuer required to be reported under Regulation 13D-G, under the Securities Exchange Act of 1934, as amended (the "Act") (17 CFR 240.13d-1 through 240.13f-1), since the date of their last filing under Regulation 13D-G, this Item is inapplicable. Notwithstanding the foregoing, On June 30, 2025, BFAG and its subsidiaries signed an agreement (the "Agreement") with the Issuer pursuant to which the Issuer acquired all rights in the United States (the "U.S. Rights") to Ameluz and RhodoLED. Pursuant to the Agreement, the Issuer will now pay a royalty of 12% in years where Ameluz revenue in the United States is less than $65.0 million and a royalty of 15% when Ameluz revenue in the United States exceeds $65.0 million. The royalty will replace the transfer pricing model under the Second Amended and Restated License and Supply Agreement effective as of February 13, 2024 by and among the Issuer, BFAG and BFAG's subsidiaries. In exchange for the U.S. Rights, in addition to the aforementioned royalty and an agreement to transfer all costs associated with the U.S. business, BFAG received 3,019 shares of the Issuer's Series D Convertible Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"). Each share of Series D Convertible Preferred Stock will have voting rights on an as-converted to common stock basis, and will be convertible at the option of BFAG into a number of shares of common stock of the Issuer equal to $1,000 divided by $0.6249, rounded down to the nearest whole share. Therefore, BFAG's 3,019 shares of Series D Preferred Stock will be convertible into 4,831,172 shares of the Issuer's common stock; provided however, that BFAG may not exercise such voting or conversion rights until the Issuer's stockholders approve the issuance of the Series D Preferred Stock and the shares of common stock issuable upon conversion thereof (the "Stockholder Approval").

Item 4.

Purpose of Transaction

Explanatory Note: There is no agreement among the Reporting Persons, written or oral, with respect to the acquisition, ownership, voting or disposition of any securities of the Issuer, and the Reporting Persons disclaim the existence of any group among them within the meaning of Section 13(d)(3) of the Act or the rules and regulations of the Securities and Exchange Commission ("SEC") promulgated thereunder. All percentages herein are based on 9,446,197 shares of common stock outstanding as reported by the Issuer as of May 13, 2025, in its Quarterly Report on Form 10-Q filed on May 15, 2025. The information set forth in Item 3 of this Amendment No. 3 to Schedule 13D is hereby incorporated by reference into this Item 4. Prior to November 2, 2021, the Issuer was a wholly owned subsidiary of BFAG. On November 2, 2021, the Issuer consummated its initial public offering ("IPO") of 3,600,000 units, each consisting of (i) one share of common stock of the Issuer and (ii) one warrant entitling the holder to purchase one share of the Issuer's common stock at an exercise price of $5.00 per share, and such equity securities were registered under Section 12(b) of the Act. Immediately following the IPO, BFAG owned 8,000,000 shares of common stock, or approximately 69.0% of the Issuer's then outstanding shares of common stock. According to the Issuer's publicly-available filings with the SEC, following the IPO, the Issuer entered into numerous transactions involving the issuance of Issuer equity securities and/or rights, resulting in substantial dilution to BFAG. In addition, according to such filings, effective as of 11:59 pm, July 3, 2023, the Issuer effected a 1-for-20 reverse stock split of its then outstanding shares of common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the 8,000,000 shares of Issuer common stock held by BFAG immediately following the IPO were converted into 400,000 shares of Issuer common stock. Other than the 3,019 shares of Series D Preferred Stock issued to BFAG pursuant to the Agreement, BFAG has not acquired any equity securities of the Issuer since the IPO. BFAG has not sold any equity securities of the Issuer since the IPO. DB purchased the shares of common stock reported on this Amendment No. 3 to Schedule 13D for investment purposes. In addition, DB sought to offset in part the economic dilution resulting to BFAG (and, indirectly, to BFAG's shareholders) as a result of the Issuer's repeated issuances of common stock and warrants, as described in the Issuer's publicly-available filings with the SEC. As a result of the Reverse Stock Split, the 1,177,680 shares of common stock of the Issuer purchased by DB were converted into 58,884 shares of common stock. Subject to market conditions, DB currently intends to acquire additional voting securities of the Issuer, or instruments convertible into voting securities of the Issuer, as DB may from time to time deem desirable for investment purposes. Any such acquisitions may be effected through open market purchases, block trades, privately-negotiated transactions, subscriptions made pursuant to rights offerings by the Issuer, or otherwise (including the exercise of any options or other securities exercisable for, or convertible into, any such securities of the Issuer). Subject to market conditions, DB may also dispose of voting securities of the Issuer from time to time, as DB deems desirable. Any such dispositions may be effected through open market sales, block trades, privately-negotiated transactions, or otherwise. On December 13, 2021, DB filed an action against BFAG with the local court of Cologne, Germany. DB argues that the listing of the common stock by the Issuer on NASDAQ and the issuance of common stock to third parties as part of the IPO required approval at BFAG's general meeting. The local court of Cologne ruled that BFAG's board resolutions regarding the IPO of the Issuer are void because BFAG had to obtain its general meeting's approval. However, the former board members and members of the supervisory board of BFAG joined the litigation and lodged an appeal against such ruling to the Higher Regional Court of Cologne, Germany. The Higher Regional Court of Cologne, Germany rejected the litigation but permitted the appeal to the Federal Supreme Court. DB has not yet taken a decision on whether it will go to the Federal Supreme Court in this particular case. The Reporting Individuals, DU and VVB currently do not intend to acquire securities of the Issuer directly. BFAG, except for its contingent right to convert its shares of Series D Preferred Stock into shares of the Issuer's common stock, which it may do at any time upon the Issuer's receipt of the Stockholder Approval, does not currently intend to acquire additional securities of the Issuer directly. Additionally, pursuant to the Agreement, effective as of June 30, 2025 and for three years following such date, for so long as BFAG holds any shares of Series D Preferred Stock, or any shares of common stock issued upon the conversion of shares of Series D Preferred Stock, BFAG shall have the right to appoint one member of the Issuer's board of directors if the board of directors consists of up to seven members, and two members if the board of directors consists of eight or more members. Except as set forth above, the Reporting Persons have no current plans or proposals with respect to (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure, (vii) changes to the Issuer's organizational documents or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (x) any action similar to any of the foregoing.

Item 5.

Interest in Securities of the Issuer

(a)

The beneficial ownership of each of the Reporting Persons in the shares of the Issuer's common stock to which this statement relates is as follows: BFAG holds 400,000 shares of the Issuer's common stock, which constitutes 4.23% of the beneficial ownership of the shares of the Issuer's common stock. DB beneficially owns 458,884 shares of the Issuer's common stock, which constitutes 4.86% of the aggregate beneficial ownership of such class. The 458,884 shares beneficially owned consists of the 58,884 shares held directly by DB and the 400,000 shares held by BFAG. DB, directly and indirectly through certain of its subsidiaries, holds 42.6% of the outstanding voting shares in BFAG and, as of June 12, 2024, consolidates BFAG for financial reporting purposes. Mr. Link, a management board member of DB, is a member and serves as chairman of the supervisory board of BFAG. As chairman, Mr. Link is entitled to the casting vote in the event that any vote of the supervisory board would otherwise result in a tie. In addition, two other supervisory board members of BFAG, Mr. Hansjorg Plaggemars and Mr. Tobias Reich, serve as management board members of certain subsidiaries of DB. As a result of such stock ownership and relationships, DB may be deemed to have shared voting power and/or shared dispositive power over the shares of the Issuer held by BFAG. However, DB disclaims beneficial ownership of the shares of the Issuer held by BFAG. VVB beneficially owns 458,884 shares of the Issuer's common stock, which constitutes 4.86% of the aggregate beneficial ownership of such class. The 458,884 shares beneficially owned consists of the 58,884 shares held directly by DB and the 400,000 shares held by BFAG, which may be deemed to be beneficially owned by DB. VVB owns a majority interest in DB, and therefore may be deemed to have shared voting and dispositive power over the shares of the Issuer beneficially owned by DB. However, pursuant to a non-domination agreement between VVB and DB (the "Non-Domination Agreement"), VVB has agreed that it cannot exercise voting control (through voting more than 45%, directly or indirectly, of the shares) over DB. Accordingly, VVB disclaims beneficial ownership of the shares of the Issuer beneficially owned by DB (whether directly or through BFAG) in excess of 45% of the voting power thereof. DU beneficially owns 458,884 shares of the Issuer's common stock, which constitutes 4.86% of the aggregate beneficial ownership of such class. The 458,884 shares beneficially owned consists of the 58,884 shares held directly by DB and the 400,000 shares held by BFAG, which may be deemed to be beneficially owned by DB. DU owns a majority interest in VVB, which owns a majority interest in DB, and therefore may be deemed to have shared voting and dispositive power over the shares of the Issuer beneficially owned by DB. However, based on the Non-Domination Agreement between VVB and DB, DU disclaims beneficial ownership of the shares of the Issuer beneficially owned by DB in excess of 45% of the voting power thereof. Note that, in addition to the voting shares in BFAG held by DB and its subsidiaries, DU directly holds a 19.6% voting interest in BFAG. Accordingly, disregarding the effect of the Non-Domination Agreement, DU, VVB and DB collectively hold 62.2% of the outstanding voting stock of BFAG and therefore may be deemed to have shared voting and dispositive power over the shares of the Issuer held by BFAG. DU disclaims beneficial ownership of the shares of the Issuer beneficially owned by BFAG. Wilhelm Konrad Thomas Zours beneficially owns 458,884 shares of the Issuer's common stock, which constitutes 4.86% of the aggregate beneficial ownership of such class. The 458,884 shares beneficially owned consists of the 58,884 shares held directly by DB and the 400,000 shares held by BFAG, which may be deemed to be beneficially owned by DB. Mr. Zours owns a majority interest in DU and is the sole member of the management board of VVB and - together with Mr. Plaggemars - board member of DU, and in such roles therefore may be deemed to have shared voting and dispositive power over the shares of the Issuer beneficially owned by DB. Based on the Non-Domination Agreement, Mr. Zours disclaims beneficial ownership of the shares of the Issuer beneficially owned by DB in excess of 45% of the voting power thereof. Mr. Zours further disclaims beneficial ownership of the shares of the Issuer beneficially owned by DB and/or BFAG, except to the extent of his pecuniary interest therein. Mr. Zours does not own any shares of the Issuer in his individual capacity. Alexander Link beneficially owns 458,884 shares of the Issuer's common stock, which constitutes 4.86% of the aggregate beneficial ownership of such class. The 458,884 shares beneficially owned consists of the 58,884 shares held directly by DB and the 400,000 shares held by BFAG. Mr. Link is a member of the management board of DB and in such role may be deemed to have shared voting and dispositive power over the shares of the Issuer beneficially owned by DB. Mr. Link is also a member and chairman of the supervisory board of BFAG and in such role may be deemed to have shared voting and dispositive power over the shares of the Issuer beneficially owned by BFAG. Mr. Link disclaims beneficial ownership of the shares of the Issuer beneficially owned by DB and/or BFAG. Mr. Link does not own any shares of the Issuer in his individual capacity. Hansjoerg Plaggemars beneficially owns 458,884 shares of the Issuer's common stock, which constitutes 4.86% of the aggregate beneficial ownership of such class. The 458,884 shares beneficially owned consists of the 58,884 shares held directly by DB and the 400,000 shares held by BFAG, which may be deemed to be beneficially owned by DB. DU owns a majority interest in VVB, which owns a majority interest in DB, and therefore may be deemed to have shared voting and dispositive power over the shares of the Issuer beneficially owned by DB. Mr. Plaggemars is a member of the management board of DU, and in such role may be deemed to have shared voting and dispositive power over the shares of the Issuer beneficially owned by DB. Mr. Plaggemars is also a member of the supervisory board of BFAG, in such role may be deemed to have shared voting and dispositive power over the shares of the Issuer beneficially owned by BFAG. Mr. Plaggemars disclaims beneficial ownership of the shares of the Issuer beneficially owned by DB and/or BFAG. Mr. Plaggemars does not own any shares of the Issuer in his individual capacity. Pilar de la Huerta Martinez beneficially owns 400,000 shares of the Issuer's common stock, which constitutes 4.23% of the aggregate beneficial ownership of such class. The 400,000 shares beneficially owned consists of the 400,000 shares held by BFAG. Mrs. Huerta Martinez is the sole member of the management board of BFAG, and in such role may be deemed to have shared voting and dispositive power over the shares of the Issuer beneficially owned by BFAG. Mrs. Huerta Martinez disclaims beneficial ownership of the shares of the Issuer beneficially owned by BFAG. Mrs. Huerta Martinez does not own any shares of the Issuer in her individual capacity. For the reasons set forth above, the Reporting Persons may be deemed to constitute a group under Section 13(d)(3) of the Act, but each disclaim existence of any such group. All percentages relating to the Issuer's common stock set forth in this Amendment No. 3 to Schedule 13D are based on 9,446,197 shares of common stock outstanding as reported by the Issuer as of May 13, 2025, in its Quarterly Report on Form 10-Q filed on May 15, 2025.

(b)

(i) BFAG has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of 400,000 shares of the Issuer's common stock. BFAG does not have shared power to vote or direct the vote of, or shared power to dispose or direct the disposition of, any shares of the Issuer's common stock. (ii) DB has sole power to vote or direct the vote of, and sole power to dispose or direct the disposition of 58,884 shares of the Issuer's common stock. DB has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 400,000 shares. (iii) VVB does not have sole power to vote or direct the vote of, or sole power to dispose or to direct the disposition of any shares of the Issuer's common stock. Based on the factors set forth in Item 5(a), above, VVB has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 458,884 shares of the Issuer's common stock. (iv) DU does not have sole power to vote or direct the vote of, or sole power to dispose or to direct the disposition of any shares of the Issuer's common stock. Based on the factors set forth in Item 5(a), above, DU has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 458,884 shares of the Issuer's common stock. (v) Mr. Zours does not have sole power to vote or direct the vote of, or sole power to dispose or to direct the disposition of any shares of the Issuer's common stock. Based on the factors set forth in Item 5(a), above, Mr. Zours has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 458,884 shares of the Issuer's common stock. (vi) Mr. Link does not have sole power to vote or direct the vote of, or sole power to dispose or to direct the disposition of any shares of the Issuer's common stock. Based on the factors set forth in Item 5(a), above, Mr. Link has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 458,884 shares of the Issuer's common stock. (vii) Mr. Plaggemars does not have sole power to vote or direct the vote of, or sole power to dispose or to direct the disposition of any shares of the Issuer's common stock. Based on the factors set forth in Item 5(a), above, Mr. Plaggemars has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 458,884 shares of the Issuer's common stock. (viii) Mrs. Huerta Martinez does not have sole power to vote or direct the vote of, or sole power to dispose or to direct the disposition of any shares of the Issuer's common stock. Based on the factors set forth in Item 5(a), above, Mrs. Huerta Martinez has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, 400,000 shares of the Issuer's common stock.

(c)

During the 60 day period preceding the date of this filing, the Reporting Persons have not purchased or sold any shares of common stock of the Issuer. However, as described above, during the 60 day period preceding the date of this filing, BFAG has acquired 3,019 shares of the Issuer's Series D Preferred Stock.

(d)

Not applicable.

(e)

Each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the Issuer's common stock by reason of the Issuer's repeated issuances of common stock and warrants, as described in the Issuer's publicly-available filings with the SEC, based on 9,446,197 shares of common stock outstanding as reported by the Issuer as of May 13, 2025, in its Quarterly Report on Form 10-Q filed on May 15, 2025. However, the Reporting Persons expect to again become the beneficial owners of more than five percent of the Issuer's common stock upon the Issuer's receipt of the Stockholder Approval because, upon such receipt of the Stockholder Approval, BFAG's 3,019 shares of Series D Preferred Stock will become immediately convertible into 4,831,172 shares of the Issuer's common stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

None.

Item 7.

Material to be Filed as Exhibits.

99.1 - Joint Filing Agreement 99.4 - Power of Attorney

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Biofrontera AG

Signature:	/s/ Pilar de la Huerta Martinez
Name/Title:	Pilar de la Huerta Martinez, Chief Financial Officer
Date:	07/25/2025

Deutsche Balaton Aktiengesellschaft

Signature:	/s/ Rolf Birkert
Name/Title:	Rolf Birkert
Date:	07/25/2025

Signature:	/s/ Alexander Link
Name/Title:	Alexander Link
Date:	07/25/2025

VV Beteiligungen Aktiengesellschaft

Signature:	/s/ Wilhelm Konrad Thomas Zours
Name/Title:	Wilhelm Konrad Thomas Zours
Date:	07/25/2025

Delphi Unternehmensberatung Aktiengesellschaft

Signature:	/s/ Wilhelm Konrad Thomas Zours
Name/Title:	Wilhelm Konrad Thomas Zours
Date:	07/25/2025

Wilhelm Konrad Thomas Zours

Signature:	/s/ Wilhelm Konrad Thomas Zours
Name/Title:	Wilhelm Konrad Thomas Zours
Date:	07/25/2025

Alexander Link

Signature:	/s/ Alexander Link
Name/Title:	Alexander Link
Date:	07/25/2025

Hansjoerg Plaggemars

Signature:	/s/ Hansjoerg Plaggemar
Name/Title:	Hansjoerg Plaggemars
Date:	07/25/2025

Pilar de la Huerta Martinez

Signature:	/s/ Pilar de la Huerta Martinez
Name/Title:	Pilar de la Huerta Martinez
Date:	07/25/2025

Source: View Original Filing on SEC EDGAR

FAQ

How much of Biofrontera Inc. (BFRIW) do the reporting persons currently own?

They collectively report 458,884 shares, or 4.86 % of outstanding common stock.

What triggers a change in ownership percentage for BFAG?

Shareholder approval of the Series D preferred will allow BFAG to convert into 4,831,172 common shares, lifting its stake to roughly 51 %.

What consideration did BFAG receive for transferring U.S. rights to Ameluz and RhodoLED?

BFAG receives a 12-15 % royalty on U.S. sales plus 3,019 Series D convertible preferred shares.

Will the reporting persons buy more Biofrontera shares?

Deutsche Balaton may acquire or dispose of shares based on market conditions; other filers currently have no direct purchase plans.

Does BFAG gain board representation?

Yes. For three years after 30 Jun 2025, BFAG may appoint one or two directors depending on board size, as long as it holds Series D preferred or its converted shares.