M&A - Biofrontera Inc.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225017285

Filing Summary: On June 30, 2025, Biofrontera Inc. completed a Strategic Transaction with its former parent company, Biofrontera AG, acquiring all U.S. rights to Ameluz® and RhodoLED®. In exchange for these rights, Biofrontera AG will receive a 12% royalty on Ameluz® revenue below $65 million and 15% above that threshold, alongside 3,109 shares of Series D Convertible Preferred Stock, representing a 10% equity stake in Biofrontera Inc. This transaction replaces previous arrangements under a licensing agreement from February 2024. Additionally, Biofrontera Inc. is conducting a private placement of Series C Convertible Preferred Stock, raising up to $11 million to fund this acquisition, with initial proceeds expected at around $8.5 million. Certain closing conditions apply, and further registrations with the SEC will follow to facilitate the conversion to common stock for investors. The Series C and Series D Preferred Stocks are not expected to be publicly traded or registered under the Securities Act and will require stockholder approval before certain rights and conversions can be exercised.