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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): May 2, 2024
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 7.01 | Regulation FD Disclosure |
On May 3, 2024, Biofrontera Inc. (the “Company”) issued a press release announcing the achievement of certain milestones as described in certain warrants (the “Preferred Warrants”) to purchase shares of Series B-3 Convertible Preferred Stock, par value $0.001 per share (the “Series B-3 Preferred Stock”) issued by the Company pursuant to a private placement on February 22, 2024.
The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 8.01 | Other Events |
On May 2, 2024, the Board of Directors (the “Board”) of the Company certified that the Company has achieved certain milestones as described in the Preferred Warrants to purchase shares of Series B-3 Preferred Stock. Specifically, the Board certified that (i) at least 95% of the Company’s territory managers, medical science liaisons, and reimbursement employees are using the Company’s customer relationship management system routinely or on a performance improvement plan, and (ii) the Company’s revenue for the period starting on January 1, 2024 and ending April 30, 2024 excluding revenue from related parties (including Biofrontera AG) is at least 5% higher than the Company’s revenue excluding revenue from related parties (including Biofrontera AG) for the corresponding period of the same length, starting on January 1, 2023 (collectively, the “Milestones”).
As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 23, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Preferred Investors”), pursuant to which the Company agreed to issue and sell, in part, the Preferred Warrants.
Furthermore, as previously disclosed in the Current Report on Form 8-K filed by the Company with the Commission on April 25, 2024, the Company held a Special Meeting of Stockholders (the “Special Meeting”) on April 24, 2024, at which i) a quorum was present, and ii) the 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 15,000,000 to 35,000,000 (the “Authorized Share Increase”).
Because i) the Board has certified the Company’s achievement of the Milestones, and ii) the Company has completed the Authorized Share Increase, the Preferred Warrant’s expiration date will be the earlier of a) 5 days following the date of the effectiveness of a registration statement with the Commission covering the resale of the common stock underlying all shares of Series B-3 Preferred Stock, and (b) February 22, 2027. The Company filed a registration statement registering the resale of such shares with the Securities and Exchange Commission on May 2, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
| 99.1 | Press release with respect to achievement of the Milestones, dated May 3, 2024 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
|
May 3, 2024 (Date) |
Biofrontera Inc. (Registrant) |
|
| By: | /s/ E. Fred Leffler III | |
| E. Fred Leffler III | ||
| Chief Financial Officer | ||
Exhibit 99.1
Biofrontera Announces Achievement of Two Milestones Associated with Series B-3 Convertible Preferred Stock Warrants
WOBURN, MA / ACCESSWIRE / May 3, 2024 / Biofrontera Inc. (NASDAQ:BFRI) (the “Company”), a biopharmaceutical company specializing in the commercialization of dermatological products, today announced that the Board of Directors has met and certified that two criteria described in warrants to purchase Series B-3 Convertible Preferred Stock issued by the Company on February 22, 2024 (the “Warrants”) have been fulfilled by the Company.
The Warrants were issued pursuant to a private placement of securities in February 2024, and the exercise of the Warrants will trigger payments totaling $8 million (gross) to the Company.
The principal milestone that had to be achieved relating to the Warrants was an increase in revenue, excluding revenue from related parties, of at least 5% from January 1 to April 30, 2024 vs. the same time period in 2023. The Board certified that by the end of April 2024, the Company had achieved greater than 5% year-over-year growth and thus fulfilled this criterion.
The second milestone was that the Company successfully implemented a new customer relationship management system with more than 95% adoption over the past two months. The Board also certified achievement of this criterion.
Given that the Company also received shareholder approval to increase its authorized capital on April 24, 2024, the Warrants’ expiration date will be five (5) days following the effectiveness of a registration statement of Form S-1, by which the company registers the shares underlying the Series B-3 Convertible Preferred Stock. The Company filed a registration statement to register such shares on May 2, 2024 subject to SEC approval.
“I am delighted that we have, contingent upon SEC approval of the S1, achieved the milestones we committed to in February this year and are on our way to securing the additional funding that was outlined in the agreement. As well as achieving this growth in revenues, our organization has adopted a new customer relationship management system which is driving further improvement in the efficiency of our salesforce and provides a platform for the effective launch of new equipment and indications,” said Hermann Luebbert, Chief Executive Officer and Chairman of Biofrontera Inc.
Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended to date. These statements include, but are not limited to, statements relating to the securing of additional funding for the Company, the registering of the shares underlying the Warrants and the improvements in the Company’s salesforce and its ability to market its products. We have based these forward-looking statements on our current expectations and projections about future events, nevertheless, actual results or events could differ materially from the plans, intentions and expectations disclosed in, or implied by, the forward-looking statements we make. These risks and uncertainties, many of which are beyond our control, including, but not limited to, the impact of any extraordinary external events; any changes in the Company’s relationship with its licensors; the ability of the Company’s licensors to fulfill their obligations to the Company in a timely manner; the Company’s ability to achieve and sustain profitability; whether the current global disruptions in supply chains will impact the Company’s ability to obtain and distribute its licensed products; changes in the practices of healthcare providers, including any changes to the coverage, reimbursement and pricing for procedures using the Company’s licensed products; the uncertainties inherent in the initiation and conduct of clinical trials; availability and timing of data from clinical trials; whether results of earlier clinical trials or trials of Ameluz® in combination with BF-RhodoLED® in different disease indications or product applications will be indicative of the results of ongoing or future trials; uncertainties associated with regulatory review of clinical trials and applications for marketing approvals; whether the market opportunity for Ameluz® in combination with BF- RhodoLED® is consistent with the Company’s expectations; the Company’s ability to comply with public company requirements; the Company’s ability to retain and hire key personnel; the sufficiency of cash resources and need for additional financing and other factors that may be disclosed in the Company’s filings with the SEC, which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. The Company does not plan to update any such forward-looking statements and expressly disclaims any duty to update the information contained in this press release except as required by law.
About Biofrontera Inc.
Biofrontera Inc. is a U.S.-based biopharmaceutical company commercializing a portfolio of pharmaceutical products for the treatment of dermatological conditions with a focus on photodynamic therapy (PDT) and topical antibiotics. The Company’s licensed products are used for the treatment of actinic keratoses, which are pre-cancerous skin lesions, as well as impetigo, a bacterial skin infection. For more information, visit www.biofrontera-us.com.
Contacts:
Investor Relations
Andrew Barwicki
1-516-662-9461
ir@bfri.com