UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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 | ||