Biofrontera Inc. Completes Acquisition, Reports Equity Sales

TL;DR

BFRI just bought something and sold stock - details to come.

AI Summary

On October 20, 2025, Biofrontera Inc. reported the completion of an acquisition. The company also announced unregistered sales of equity securities and entered into a material definitive agreement. Specific details regarding the acquisition and the equity sales, including dollar amounts and the other party involved, are not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate activity for Biofrontera Inc., including an acquisition and equity financing, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like an acquisition and equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Biofrontera Inc. (company) — Registrant
• October 20, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share BFRI The Nasdaq Stock Mar
• $65.0 million — years when United States net sales are $65.0 million or less and an earnout of 15% in years
• $65.0 million — nited States net sales of Ameluz exceed $65.0 million. The earnout replaces a transfer pricin
• $1,000 — ries C Preferred Stock ") at a price of $1,000 per Series C Preferred Share (the " Ori
• $11.0 million — e ") for an aggregate offering price of $11.0 million. The Series C Preferred Offering consis
• $2.5 million — g "), the gross proceeds from which are $2.5 million before deducting estimated offering exp
• $5 m — lieves its stockholders' equity exceeds $5 million, which exceeds the amount require

Filing Documents

• form8-k.htm (8-K) — 65KB
• ex10-1.htm (EX-10.1) — 442KB
• ex10-2.htm (EX-10.2) — 58KB
• 0001493152-25-019370.txt ( ) — 868KB
• bfri-20251020.xsd (EX-101.SCH) — 4KB
• bfri-20251020_def.xml (EX-101.DEF) — 26KB
• bfri-20251020_lab.xml (EX-101.LAB) — 36KB
• bfri-20251020_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED 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): October 20, 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 1.01 Entry into a Material Definitive Agreement. Closing of Strategic Transaction with Biofrontera AG On October 20, 2025, Biofrontera Inc. (the " Company ") entered into i) an Asset Purchase Agreement (the "Transfer Agreement") and ii) an Earnout Agreement (the "Earnout Agreement", and collectively with the Transfer Agreement, the " Agreements "), with its former parent company Biofrontera AG and its subsidiaries, pursuant to which the Company finalized the agreements to acquire all rights in the United States (the "U.S. Rights") to Ameluz and RhodoLED (the " Strategic Transaction "). As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 1, 2025 (the " July 8-K "), pursuant to the terms of the Strategic Transaction, the Company will pay a monthly earnout of 12% of United States revenues of Ameluz in years when United States net sales are $65.0 million or less and an earnout of 15% in years when United States net sales of Ameluz exceed $65.0 million. The earnout replaces a transfer pricing model under the Company's Second Amended and Restated License and Supply Agreement effective as of February 13, 2024 by and among the Company, Biofrontera AG and Biofrontera AG's subsidiaries, which has now been terminated pursuant to the Agreements. The foregoing description of the Agreements between the Company and Biofrontera AG does not purport to be complete and is subject to, and qualified in its entirety by reference to the text of the Agreements, which are filed hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference. Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 in this Report and Item 1.01 of the July 8-K are incorporated by reference into this Item 2.01. Item 3.02 Unregistered Sales of Equity Securities. The information contained below in Item 8.01 is hereby incorporated by reference into this Item 3.02. The Series C Preferred Stock are being issued and, upon conversion, the Common Stock issuable upon conversion of the Series C Preferred Stock will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Item 8.01 Other Information Private Placement of Series C Preferred Stock As previously disclosed in the July 8-K, on June 27, 2025, as a condition precedent for the Strategic Transaction, the Company entered into a securities purchase agreement (the " Purchase Agreement ")

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View this 8-K filing on SEC EDGAR