SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Biofrontera AG

(Name of Issuer)

Ordinary Shares, nominal value €1.00 per share

(including Ordinary Shares represented by American Depository Shares (ADSs) at a ratio of two Ordinary Shares per ADS)

(Title of Class of Securities)

09075G105 **

(CUSIP Number)

Rolf Birkert

Member of the Board

Ziegelhaeuser Landstrasse 1

69120 Heidelberg

Germany

+49 6221 649 24 – 35

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 28, 2020

(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

** The Ordinary Shares have no CUSIP number. The CUSIP number for the ADSs, each representing two Ordinary Shares, is 09075G105.

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).

1	NAMES OF REPORTING PERSONS   ABC Beteiligungen Aktiengesellschaft
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   13,396,957
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   101,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,396,957 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   29.9% (2)
14	TYPE OF REPORTING PERSON   OO

(1)

Includes 1,999,639 shares held by Deutsche Balaton Biotech AG (“DBB”), 180,632 shares held by Prisma Equity AG (“PE”), 3,215,000 shares held by SPARTA AG (“SP”), 1,000 shares held by Heidelberger Beteiligungsholding AG (“HDBH”), 1,327,447 shares held by Deutsche Balaton Aktiengesellschaft (“DB”) and 6,571,784 shares held by Delphi Unternehmensberatung Aktiengesellschaft (“DU”) pursuant to the Acting in Concert Agreement described herein.  See Item 5, herein.

(2)

Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

2

1	NAMES OF REPORTING PERSONS   Deutsche Balaton Biotech AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☒     (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   13,396,957
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   2,180,271 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,396,957 (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   29.9% (3)
14	TYPE OF REPORTING PERSON   OO

(1)	Includes 180,632 shares held directly by PE pursuant to the Trust Agreement described herein. See Item 5, herein.
(2)	Includes of 101,455 shares held by ABC Beteiligungen Aktiengesellschaft (“ABC”), 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by HDBH, 1,327,447 shares held by DB and 6,571,784 shares held by DU pursuant to the Acting in Concert Agreement described herein.  See Item 5, herein.
(3)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

3

1	NAMES OF REPORTING PERSONS   Prisma Equity AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☒     (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   AF (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   13,396,957
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   180,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,396,957 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11  29.9% (2)
14	TYPE OF REPORTING PERSON   OO

(1)	Includes 101,455 shares held by ABC, 1,999,639 shares held by DBB, 3,215,000 shares held by SP, 1,000 shares held by HDBH, 1,327,447 shares held by DB and 6,571,784 shares held by DU pursuant to the Acting in Concert Agreement described herein.  See Item 5, herein.
(2)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

4

1	NAMES OF REPORTING PERSONS   SPARTA AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☒     (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   13,396,957
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   3,215,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,396,957 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11  29.9% (2)
14	TYPE OF REPORTING PERSON   OO

(1)	Includes 101,455 shares held by ABC, 1,999,639 shares held by DBB, 180,632 shares held by PE, 1,000 shares held by HDBH, 1,327,447 shares held by DB and 6,571,784 shares held by DU pursuant to the Acting in Concert Agreement described herein.  See Item 5, herein.
(2)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

5

1	NAMES OF REPORTING PERSONS   Heidelberger Beteiligungsholding AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☒     (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   13,396,957
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,396,957 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11  29.9% (2)
14	TYPE OF REPORTING PERSON   OO

(1)	Includes 101,455 shares held by ABC, 1,999,639 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,327,447 shares held by DB and 6,571,784 shares held by DU pursuant to the Acting in Concert Agreement described herein.  See Item 5, herein.
(2)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

6

1	NAMES OF REPORTING PERSONS   MARNA Beteiligungen AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐     (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,000
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   0.0% (2)
14	TYPE OF REPORTING PERSON   OO

(1)	Consists of shares held directly by MARNA Beteiligungen AG (“MB”). See Item 5, herein.
(2)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

7

1	NAMES OF REPORTING PERSONS   Ming Le Sports AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐     (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,000
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   0.0% (2)
14	TYPE OF REPORTING PERSON   OO

(1)	Consists of shares held directly by Ming Le Sports AG (“MLS”). See Item 5, herein.
(2)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

8

1	NAMES OF REPORTING PERSONS   Altech Advanced Materials AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐     (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,000
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   0.0% (2)
14	TYPE OF REPORTING PERSON   OO

(1)	Consists of shares held directly by Altech Advanced Materials AG (“AAM”). See Item 5, herein.
(2)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

9

1	NAMES OF REPORTING PERSONS   Deutsche Balaton Aktiengesellschaft
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC, AF (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   13,399,957
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER 6,828,173
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,399,957 (1) (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   29.9% (3)
14	TYPE OF REPORTING PERSON   OO

(1) (2)

Includes 101,455 shares held by ABC, 1,999,639 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by HDBH and 6,571,784 shares held by DU pursuant to the Acting in Concert Agreement described herein. See Item 5, herein. Includes 1,000 shares held by MB, 1,000 shares held MLS and 1,000 shares held by AAM, as to which DB disclaims beneficial ownership. DB owns a majority interest in each of MB, MLS and AAM. See Item 5, herein.

(3)

Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

10

1	NAMES OF REPORTING PERSONS   VV Beteiligungen Aktiengesellschaft
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   AF (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   6,828,173
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   6,828,173
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,828,173 (1) (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   15.2% (3)
14	TYPE OF REPORTING PERSON   OO

(1)	Includes 101,455 shares held by ABC, 1,999,639 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by HDBH, 1,000 shares held by MB, 1,000 shares held by MLS and 1,000 shares held by AAM, as to which VV Beteiligungen Aktiengesellschaft (“VVB”) disclaims beneficial ownership. VVB owns a majority interest in DB. DB owns a majority interest in each of ABC, DBB, PE, SP, HDBH, MB, MLS and AAM. See Item 5, herein.
(2)	Includes 1,327,447 shares held by DB. VVB owns a majority interest in DB. VVB disclaims beneficial ownership over the shares of DB that it holds in excess of 45% voting power pursuant to the Non-Domination Agreement described herein.  See Item 5, herein.
(3)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

11

1	NAMES OF REPORTING PERSONS   Strawtec Group AG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,000
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  1,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   0.0% (2)
14	TYPE OF REPORTING PERSON   OO

(1)	Consists of shares held directly by Strawtec Group AG (“SG”). See Item 5, herein.
(2)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

12

1	NAMES OF REPORTING PERSONS   Delphi Unternehmensberatung Aktiengesellschaft
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☒ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   WC, AF, OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   13,400,957
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  13,400,957
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,400,957 (1) (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   29.9% (3)
14	TYPE OF REPORTING PERSON   OO

(1)	Includes 101,455 shares held by ABC, 1,999,639 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by HDBH, 1,327,447 shares held by DB and 1,000 shares held by SG held by DU pursuant to the Acting in Concert Agreement described herein. See Item 5, herein.
(2)	Includes 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by AAM and 1,000 shares held by SG, as to which DU disclaims beneficial ownership. DU owns a majority interest in VVB and SG. VVB owns a majority interest in DB. VVB disclaims beneficial ownership over the shares of DB in excess of 45% of DB’s voting power pursuant to the Non-Domination Agreement described herein. DB owns a majority interest in each of MB, MLS and AAM. See Item 5, herein.
(3)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

13

1	NAMES OF REPORTING PERSONS   Wilhelm Konrad Thomas Zours
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   AF (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   13,400,957
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  13,400,957
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   13,400,957 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   29.9% (2)
14	TYPE OF REPORTING PERSON   IN

(1)

Includes 101,455 shares held by ABC, 1,999,639 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by HDBH, 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by AAM, 1,327,447 shares held by DB, 1,000 shares held by SG and 6,571,784 shares held by DU. DB owns a majority interest in each of ABC, DBB, PE, SP, HDBH, MB, MLS and AAM. VVB owns a majority interest in DB, but VVB disclaims beneficial ownership over the shares of DB in excess of 45% of DB’s voting power pursuant to the Non-Domination Agreement described herein. DU owns a majority interest in VVB and SG. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the boards of management of VVB and DU and therefore has voting and dispositive power over the shares held by ABC, DBB, PE, SP, HDBH, MB, MLS, AAM, DB, SG and DU. Mr. Zours disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. See Item 5, herein.

(2)

Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

14

1	NAMES OF REPORTING PERSONS   Rolf Birkert
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   AF (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   6,828,173
		9	SOLE DISPOSITIVE POWER  0
		10	SHARED DISPOSITIVE POWER  6,828,173
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,828,173 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   15.2% (2)
14	TYPE OF REPORTING PERSON   IN

(1)

Consists of 101,455 shares held by ABC, 1,999,639 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by HDBH, 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by AAM and 1,327,447 shares held by DB. DB owns a majority interest in each of ABC, DBB, PE, SP, HDBH, MB, MLS and AAM. Rolf Birkert, in his capacity as a member of the board of management of ABC, DBB, DB and PE, has voting and dispositive power over the shares held by ABC, DBB, PE, SP, HDBH, MB, MLS, AAM and DB. PE must exercise voting and dispositive power over these shares pursuant to the terms of a trust agreement, dated as of May 7, 2018 (the “Trust Agreement”), by and between DBB and PE. Mr. Birkert disclaims beneficial ownership of the shares held by ABC, DBB, PE, SP, HDBH, MB, MLS, AAM and DB, except to the extent of his pecuniary interest therein. See Item 5, herein.

(2)

Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

15

1	NAMES OF REPORTING PERSONS   Hansjörg Plaggemars
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   AF (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   4,000
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   4,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,000 (1)(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   0.0% (2)
14	TYPE OF REPORTING PERSON   IN

(1)	Includes 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by AAM and 1,000 shares held by SG. Hansjörg Plaggemars, in his capacity as a member of the boards of management of MB, MLS, SG and AAM, has voting and dispositive power over the shares held by MB, MLS, SG and AAM. Mr. Plaggemars disclaims beneficial ownership of the shares MB, MLS, SG and AAM, except to the extent of his pecuniary interest therein. See Item 5, herein.
(2)	Does not include 3,500 shares owned by Mr. Plaggemars’s wife and held in her personal account, as to which Mr. Plaggemars disclaims beneficial ownership.
(3)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

16

1	NAMES OF REPORTING PERSONS   Ralph Bieneck
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)   AF (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   1,000
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   1,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   0.0% (2)
14	TYPE OF REPORTING PERSON   IN

(1)	Includes 1,000 shares held by HDBH. Ralph Bieneck, in his capacity as a member of the board of management of HDBH, has voting and dispositive power over the shares held by HDBH. Mr. Bieneck disclaims beneficial ownership of the shares HDBH, except to the extent of his pecuniary interest therein. See Item 5, herein.
(2)	Based upon 44,849,365 shares outstanding as reported in the Issuer’s Form 6-K filed on October 31, 2019.

17

Item 1. Security and Issuer

This statement on Schedule 13D, as amended (the “Schedule 13D”) relates to the ordinary shares, nominal value €1.00 per share (the “Ordinary Shares”), of Biofrontera AG (the “Issuer”). The principal executive offices of the Issuer are located at Hemmelrather Weg 201, D-51377 Leverkusen, Germany.

Item 2. Identity and Background

(a) This Schedule 13D is being filed by ABC Beteiligungen Aktiengesellschaft (“ABC”), Deutsche Balaton Biotech AG (“DBB”), Prisma Equity AG (“PE”), SPARTA AG (“SP“), Heidelberger Beteiligungsholding AG (“HDBH“), MARNA Beteiligungen AG (“MB“), Ming Le Sports AG (“MLS“), Altech Advanced Materials AG (formerly Youbisheng Green Paper AG, “AAM“), Deutsche Balaton Aktiengesellschaft (“DB”), VV Beteiligungen Aktiengesellschaft (“VVB”), Strawtec Group AG (“SG“), Delphi Unternehmensberatung Aktiengesellschaft (“DU”), Wilhelm Konrad Thomas Zours, Rolf Birkert, Hansjörg Plaggemars and Ralph Bieneck, which are collectively referred to as the “Reporting Persons”.

(b) The address of the principal business office of ABC, DBB, PE, SP, HDBH, MLS, DB, VVB, SG and DU and each Scheduled Person (as defined below) is Ziegelhäuser Landstraße 1, Heidelberg, Germany, 69120. The address of the principal business office of MB and AAM is Ziegelhäuser Landstraße 3, Heidelberg, Germany, 69120.

(c) The principal business of each of ABC, DBB, PE, SP, HDBH, MB, AAM, DB, and VVB is to hold and dispose of equity and equity-related investments. The principal business activities of MLS are the manufacturing, sale and distribution of shoes, clothes, accessories and sporting goods, research and development related to these products and holding and disposing of equity and equity-related investments. The principal business activities of SG are developing, trading, manufacturing and renting machines for the production of building materials, developing, distributing and producing building materials and holding and disposing 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. DB owns a majority interest in each of ABC, DBB, PE, SP, HDBH, MB, MLS and AAM; VVB owns a majority interest in DB; and DU owns a majority interest in VVB and SG. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the boards of management of VVB and DU. Rolf Birkert is a member of the board of management of ABC, DBB, DB and PE.  Ralph Bieneck is a member of the board of management of HDBH. Hansjörg Plaggemars is a member of the boards of management of MB, MLS, SG and AAM.

(d) – (e) During the past five years, none of the Reporting Persons or Scheduled Persons has been, and to their respective knowledge, none of the Scheduled Persons (as defined below) has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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) ABC, DBB, PE, SP, HDBH, MB, MLS, AAM, DB, VVB, SG and DU are each organized under the laws of Germany. Messrs. Zours, Birkert and Bieneck are citizens of Germany. Mr. Plaggemars is a citizen of the United States.

The name, present business address, present principal occupation, and place of citizenship of the member(s) of the Board of Management of each Reporting Person is set forth on Schedule 1 (collectively, the “Scheduled Persons,” and each a “Scheduled Person”), and is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration

As of January 28, 2020, ABC had invested €647,125 (including brokerage commissions to the extent known) in the Ordinary Shares of the Issuer, DBB had invested €13,651,477 (including brokerage commissions to the extent known; not including the purchased Warrants issued in the 2018 tender offer described below; including shares transferred to PE as Trustee) in the Ordinary Shares of the Issuer and €734,826 (including brokerage commissions) in Warrants issued by DBB (see Item 4 below), PE had invested €0 (acting as Trustee for DBB) in the Ordinary Shares of the Issuer, SP had invested €21,973,440 (including brokerage commissions to the extent known) in the Ordinary Shares of the Issuer, HDBH had invested €4,750 (including brokerage commissions) in the Ordinary Shares of the Issuer, MB had invested €7,957 (including brokerage commissions) in the Ordinary Shares of the Issuer, MLS had invested €7,948 (including brokerage commissions) in the Ordinary Shares of the Issuer, AAM had invested €7,950 (including brokerage commissions) in the Ordinary Shares of the Issuer, DB had invested €4,118,588 (including brokerage commissions) in the Ordinary Shares of the Issuer, SG had invested €7,955 (including brokerage commissions) in the Ordinary Shares of the Issuer and DU had invested €39,045,176 (excluding brokerage commissions) in the Ordinary Shares of the Issuer.

18

In the case of ABC, DBB, SP, HDBH, MB, MLS, AAM, DB and SG, the source of such funds was the general working capital of each such purchaser respectively. In the case of DU, the source of such funds was the general working capital of DU, including proceeds from a private placement of the convertible bonds described in Item 6 below. In the case of PE, the source of such funds was the general working capital of DBB.

Item 4. Purpose of Transaction

The purpose of the transactions in securities described in this Schedule 13D is investment.

The Reporting Persons have no current plans or proposals with respect to (i) any merger, reorganization, or liquidation of the Issuer or any of its subsidiaries or (ii) a sale or transfer of a material amount of assets of the Issuer or any subsidiary.

On January 28, 2020, HDBH announced its decision to publish a voluntary public takeover bid for all of the Issuer’s Ordinary Shares in exchange for shares of HDBH (which we refer to as the “2020 takeover bid”), with an exchange ratio of one HDBH share for seventeen Ordinary Shares of the Issuer (assuming a 1:5 reverse stock split by HDBH and subject to the final determination of the minimum price in the offer document). In accordance with applicable German law, HDBH must make the 2020 takeover bid to all holders of Ordinary Shares of the Issuer in order to own 30% or more of the Ordinary Shares of the Issuer.

DBB, HDBH, DB and DU currently intend to acquire additional voting securities, to the extent possible at reasonable prices. Any such acquisitions may be effected through open market purchases, block trades, privately-negotiated transactions, through the 2020 takeover bid described above, or otherwise so long as the Reporting Persons do not beneficially own 30% or more of the outstanding Ordinary Shares of the issuer prior to the completion of the 2020 takeover bid. The Reporting Persons may also dispose of voting securities of the Issuer from time to time. Any such dispositions may be effected through open market sales, block trades, privately-negotiated transactions, pursuant to exercises of outstanding Warrants described below, or otherwise.

DBB, DB and DU also desire to change the composition of the Management Board and Supervisory Board of the Issuer. In that regard, DB submitted several proposals for the Issuer’s ordinary general meeting of shareholders held on July 11, 2018. Pursuant to such proposals, DB sought to dismiss (1) Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board, (2) Prof. Dr. Hermann Lübbert as the Chairman of the Management Board (but the proposal proposed that he remain a member of the Management Board), (3) Dr. Ulrich Granzer as the Chairman of the Supervisory Board, (4) Jürgen Baumann as a member of the Supervisory Board and (5) John Borer III as a member of the Supervisory Board.

Also in connection with the 2018 general meeting of shareholders of the Issuer, DB made a proposal supporting the election of Mark Sippel as a replacement member of the Supervisory Board, or, if he is not elected to such position, Dr. Christopher Missling, Dr. Heikki Lanckriet or Dr. Karin Lergenmueller. DB also made a separate proposal to elect Prof. Dr. Lergenmueller as a replacement member of the Supervisory Board, and DU submitted a proposal to elect Dr. Christopher Missling as member of the Supervisory Board. According to information provided by Mr. Sippel, he is a doctoral candidate at the University of Erlangen-Nuremberg. Dr. Lergenmueller is Professor for Marketing and General Business Management at the RheinMain University of Applied Sciences, Wiesbaden, Germany and a member of the Supervisory Boards of several affiliates of DB, including DU and DBB. Dr. Missling is President, Chief Executive Officer, and Chairman of the Board of Anavex Life Science Corp. Dr. Lanckriet is Chief Executive Officer of Expedeon AG (formerly Sygnis AG). DB and Expedeon AG entered into a term loan agreement on April 30, 2018.

DB filed a legal action seeking to rescind and nullify a resolution adopted at the Issuer’s 2017 shareholder meeting, regarding the Issuer’s authorized capital. If successful, the action would prohibit any new share offerings by the Issuer unless existing shareholders are offered the right to participate on a pro rata basis by means of transferable rights.

Each of DB and DU has filed a legal action seeking a court-appointed special auditor to investigate the collaboration and partnership agreement dated July 13, 2016, between the Issuer and Maruho Co. Ltd (“Maruho”). On July 10, 2018, the Issuer announced that phase 1 of its collaboration with Maruho had been completed, and that the Issuer and Maruho are currently considering continuing their collaboration under a new agreement, but had not yet discussed the details and timing of such new agreement. On March 19, 2019, the Issuer announced that it had signed an agreement to continue research cooperation with Maruho regarding branded generics.

DB and DU have also proposed certain amendments to the bylaws of the Issuer. DB proposed an amendment that would reformulate the Ordinary Shares of the Issuer as bearer shares. DU proposed an amendment that would require, among other things, for transactions between the Issuer and certain related parties to be on arms’-length terms and subject to approval by a 75% majority (excluding the related party) at the general meeting of shareholders. These proposals were not approved.

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On May 28, 2018, DBB commenced a non-U.S. tender offer (which we refer to as the “2018 tender offer”) pursuant to which it offered to acquire up to 6,250,000 of the Issuer’s outstanding Ordinary Shares solely from non-U.S. holders. The 2018 tender offer related to Ordinary Shares only; ADSs could not be tendered. The 2018 tender offer materials were only available in the German language and were only made available on the German internet page www.deutschebalatonbiotech.de and in the online publication of the German-language Federal Gazette (www.bundesanzeiger.de). No tender offer materials were distributed, nor was any disclosure of the 2018 tender offer made by DBB or its agents or affiliates, in the United States. Initially, the consideration offered for each Ordinary Share of the Issuer was one euro (€1.00) per share in cash, plus an option to re-acquire an Ordinary Share of the Issuer from DBB for the same price (i.e., €1.00 per share). We refer to each such right to re-acquire an Ordinary Share of the Issuer as a “Warrant” issued by DBB. The Warrants are transferable and may be exercised by the holder thereof at any time (with certain exception) prior to November 30, 2020 by surrendering such Warrant to Quirin Privatbank AG as dealer manager for the Warrants. The Warrants include a tag-along right if DB sells greater than 2.5 million Ordinary Shares (in one transaction) by November 30, 2020. If there is a public tender offer for Ordinary Shares with a purchase price exceeding €40.00 in cash per share, the Warrants terminate and each Warrantholder receives the tender offer price per share per Warrant minus the basis price (€1.00 per Warrant). In effect, a tender of Issuer shares to DBB on the original terms of the 2018 tender offer would transfer record ownership of the shares to DBB, including the right to vote such shares, while allowing the tendering shareholder to retain the economic risks and benefits of ownership of such shares (with a “floor price” of €1.00 per share).

On July 20, 2018, DBB amended the 2018 tender offer to provide shareholders of the Issuer who wished to tender Ordinary Shares a choice in the amount and form of consideration to be received. As amended, for each Ordinary Share of the Issuer tendered, a shareholder participating in the 2018 tender offer could elect, either (a) one euro (€1.00) per share in cash plus one Warrant, or (b) six Euros (€6.00) per share in cash.

The 2018 tender offer closed on August 6, 2018. DBB purchased a total of 1,286,401 Ordinary Shares pursuant to the 2018 tender offer, of which 214,448 shares were purchased at a price €1.00 in cash and one Warrant each, and 1,071,953 shares were purchased at the all cash price of €6.00 each.

On August 7, 2018, DB filed a legal action against the Issuer seeking to rescind and nullify certain resolutions adopted at the Issuer’s 2018 shareholder meeting and seeking to confirm that certain resolutions were validly adopted by the shareholders. On August 7, 2018, DB filed a legal action seeking to (i) rescind and nullify resolutions adopted at the Issuer’s 2018 shareholder meeting, regarding the disagreement of the general meeting to appoint a special person to file certain claims against Maruho and to confirm that the general meeting passed a resolution to appoint a special person to file certain claims against Maruho, (ii) rescind and nullify resolutions adopted at the Issuer’s 2018 shareholder meeting, regarding the removal of a special auditor to investigate the cooperation and partnership agreement with Maruho and to confirm that the general meeting passed such resolutions, (iii) rescind and nullify resolutions adopted at the Issuer’s 2018 shareholder meeting, regarding the appointment of a special auditor to investigate the listing of the Issuer’s American Depositary Shares on NASDAQ, the Issuer’s capital increase, the cost of the capital increase, and the role of Mr. Borer and The Benchmark Company, LLC in the capital increase and to confirm that the such resolutions were approved by shareholders, and (iv) rescind and nullify resolutions adopted at the Issuer’s 2018 shareholder meeting resolving not to elect Mark Sippel as member of the Issuer’s supervisory board and to confirm that Mark Sippel was elected as a member of the Issuer’s supervisory board. 

On August 16, 2018, the 214,448 shares purchased at a price €1.00 in cash and one Warrant each were transferred from DBB to PE, who acts as a trustee (the “Trustee”) for the Warrantholders pursuant to the Trust Agreement. Subsequently, 33,816 of such shares were transferred to Warrantholders to satisfy the exercise of Warrants.

Between August 29, 2018 and October 22, 2018, DBB bought 134,136 Warrants in off-market purchases, which purchases had no effect on the beneficial ownership of DBB.

On April 1, 2019, Maruho Deutschland GmbH (“Maruho”) announced its decision to initiate a tender offer (which we refer to as the “Maruho tender offer”) for up to 4,322,530 of the Issuer’s ordinary shares at a price of EUR 6.60 per ordinary share. The Maruho tender offer was initiated on April 15, 2019. DB requested that the Issuer call a shareholders’ meeting in connection with the Maruho tender offer prior to the expiration thereof. The shareholders’ meeting took place on May 15, 2019. On May 23, 2019, Maruho announced its decision to increase the offer price in the Maruho tender offer to EUR 7.20 per ordinary share. The acceptance period for the Maruho tender offer ended on July 19, 2019.

On May 29, 2019, DBB and DU announced their decision to initiate a joint tender offer for up to 500,000 of the Issuer’s Ordinary Shares (which we refer to as the “2019 tender offer”). On May 31, 2019, DBB and DU announced their decision to set the 2019 tender offer at EUR 7.20 per Ordinary Share. On June 21, 2019, DBB and DU commenced the 2019 tender offer and published the tender offer documents relating thereto. On July 1, 2019, DBB and DU announced their decision to increase the 2019 tender offer to EUR 8.00 per Ordinary Share. The acceptance period for the 2019 tender offer ended on July 19, 2019. DBB purchased a total of 450,000 Ordinary Shares pursuant to the 2019 tender offer at a cash price of EUR 8.00 per Ordinary Share. DU purchased a total of 50,000 Ordinary Shares pursuant to the 2019 tender offer at a cash price of EUR 8.00 per Ordinary Share. The settlement of such purchases occurred on July 29, 2019. As a result of the 2019 tender offer, DBB received in its account on July 29, 2019 all 500,000 Ordinary Shares tendered in the 2019 tender offer. DBB transferred 50,000 of such ordinary shares to DU on July 30, 2019.

20

The 2019 tender offer related to Ordinary Shares only; ADSs could not be tendered. Holders of ADS who wished to accept the 2019 tender offer with respect to the Ordinary Shares underlying their ADSs were entitled to do so but had to first timely convert their ADS to Ordinary Shares in accordance with the procedures established by the depositary. The 2019 tender offer was subject to the disclosure and other requirements and procedures, including settlement procedures, of the Federal Republic of Germany, which differ from those of the United States. The 2019 tender offer was made to U.S. shareholders of the Issuer (with respect to Ordinary Shares only and not ADSs) in accordance with the “Tier I” exemption provided for in Rule 14d-1(c) under the Act, and other applicable provisions of U.S. law. Pursuant to such exemption, an English language translation of the offering materials was made available and furnished to the Securities and Exchange Commission under cover of Form CB.

DB submitted several proposals for the Issuer’s general meeting of shareholders to be held on July 10, 2019. Pursuant to such proposals, DB seeks to dismiss (1) Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board, (2) Dr. Ulrich Granzer as the Chairman of the Supervisory Board of the Issuer and replace him with Dr. Günter Werkmann, and (3) John Borer III as a member of the Supervisory Board and replace him with Eva Katheder. DB also seeks to annul the authorized capital resolved at the Issuer’s general meeting held on May 24, 2017 under agenda point 6 and to approve a new authorized capital; to withdraw the confidence to Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board; to assert damage claims against (1) Prof. Dr. Lübbert, Chief Executive Officer of the Issuer, as a member of the Management Board, (2) Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board, (3) Maruho Deutschland GmbH and (4) Maruho Co. Ltd. and to appoint a special representative to assert such claims; to conduct a special audit with regard to the cooperation agreement dated March 19, 2019 with Maruho Co. Ltd.; to conduct a special audit with regard to the acquisition of Cutanea Life Sciences, Inc. from Maruho; to report and debate about the U.S. litigation initiated by the Issuer against Deutsche Balaton Biotech AG and other defendants; and to amend section 13 of the articles of association of the Issuer (which deals with the revocation of elections of supervisory board members). 

DB also submitted several proposals to the Issuer. Pursuant to such proposals, DB seeks (1) to postpone the election of a new supervisory board member as successor of Hansjoerg Plaggemars, who was dismissed as a member of the Supervisory Board of the Issuer by court order as of March 22, 2019, (2) to vote individually concerning the discharge of the members of the Management Board for the 2018 fiscal year, (3) not to grant discharge to Prof. Dr. Lübbert, Chief Executive Officer of the Issuer, (4) not to grant discharge to Thomas Schaffer, the Chief Financial Officer of the Issuer, (5) to vote individually concerning the discharge of the members of the Supervisory Board for the 2018 fiscal year, (6) not to grant discharge to Dr. Granzer, Chairman of the Supervisory Board of the Issuer, (7) not to grant discharge to Mr. Borer, member of the Supervisory Board of the Issuer, and (8) not to grant discharge to Mr. Baumann, member of the Supervisory Board of the Issuer.

ABC submitted a proposal for the Issuer’s general meeting of shareholders to be held on July 10, 2019, not to grant discharge to Thomas Schaffer, the Chief Financial Officer of the Issuer.

DBB submitted several proposals for the Issuer’s general meeting of shareholders to be held on July 10, 2019. Pursuant to such proposals, DBB seeks (1) to extend the proposal of DB to conduct a special audit with regard to the acquisition of Cutanea Life Sciences, Inc. from Maruho, (2) to extend the proposal of DB to conduct a special audit with regard to the cooperation agreement dated March 19, 2019 with Maruho Co. Ltd., (3) to extend the proposal of DB to assert damage claims against Prof. Dr. Lübbert, Chief Executive Officer of the Issuer, as a member of the Management Board, and Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board, and to appoint a special representative to assert such claims, (4) not to grant discharge to Thomas Schaffer, the Chief Financial Officer of the Issuer, and (5) to modify the bylaws of the Issuer.

DU submitted several proposals for the Issuer’s general meeting of shareholders to be held on July 10, 2019. Pursuant to such proposals, DU seeks (1) to elect Wilhelm K. T. Zours as a new member of the Supervisory Board, (2) to modify the proposal of DB to annul the authorized capital resolved at the Issuer’s general meeting held on May 24, 2017 under agenda point 6 and to approve a new authorized capital, and (3) not to grant discharge to Dr. Granzer, Mr. Baumann, Dr. Borer, Mr. Eyring and Mr. Weber and to postpone the discharge of Mr. Plaggemars.

The proposals for the Issuer’s general meeting of shareholders to be held on July 10, 2019 were published by the Issuer on June 13, 2019, June 17, 2019, and June 28, 2019, respectively.

DBB and DB requested that the Issuer call a shareholders’ meeting seeking to (i) rescind and nullify a resolution adopted at the Issuer’s 2017 shareholder meeting regarding the Issuer’s authorized capital and create new authorized capital, (ii) discuss investor relations measures and (iii) discuss, if necessary, withdrawal of confidence. The shareholders’ meeting took place on December 19, 2019.

Please see Item 6 below for a description of the convertible bond issued by DU and exercisable in part in Ordinary Shares.

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This disclosure is neither an offer to purchase nor a solicitation of an offer to sell securities.

Item 5. Interest in Securities of the Issuer

(a) Of the aggregate 13,400,957 shares reported in this Schedule 13D (representing 29.9% of the Issuer’s Ordinary Shares), 101,455 shares are held by ABC (representing 0.2% of the Issuer’s Ordinary Shares), 1,999,639 shares are held by DBB (representing 4.5% of the Issuer’s Ordinary Shares), 180,632 shares are held by PE in its capacity as Trustee for the Warrantholders pursuant to the Trust Agreement (representing 0.4% of the Issuer’s Ordinary Shares), 3,215,000 shares are held by SP (representing 7.2% of the Issuer’s Ordinary Shares), 1,000 shares are held by HDBH (representing 0.0% of the Issuer’s Ordinary Shares), 1,000 shares are held by MB (representing 0.0% of the Issuer’s Ordinary Shares), 1,000 shares are held by MLS (representing 0.0% of the Issuer’s Ordinary Shares), 1,000 shares are held by AAM (representing 0.0% of the Issuer’s Ordinary Shares), 1,327,447 shares are held by DB (representing 3.0% of the Issuer’s Ordinary Shares), 1,000 shares are held by SG (representing 0.0% of the Issuer’s Ordinary Shares) and 6,571,784 shares are held by DU (representing 14.7% of the Issuer’s Ordinary Shares).

DB owns a majority interest in each of ABC, DBB, PE, SP, HDBH, MB, MLS and AAM.

DBB may be deemed to have beneficial ownership with respect to the shares held by PE and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein, as PE must exercise voting and dispositive power over these shares pursuant to the terms of a trust agreement, dated as of May 7, 2018, by and between DBB and PE.

VVB owns a majority interest in DB.

DU owns a majority interest in VVB and SG.

Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the boards of management of VVB and DU and therefore has voting and dispositive power over the shares held by ABC, DBB, PE, SP, HDBH, MB, MLS, AAM, DB, SG and DU.

Rolf Birkert, in his capacity as member of the boards of management of ABC, DBB, DB and PE, has voting and dispositive power over the shares held by ABC, DBB, PE, SP, HDBH, MB, MLS, AAM and DB.

Hansjörg Plaggemars, in his capacity as a member of the boards of management of MB, MLS, SG and AAM, has voting and dispositive power over the shares held by MB, MLS, SG and AAM.

Ralph Bieneck, in his capacity as a member of the board of management of HDBH, has voting and dispositive power over the shares held by HDBH.

Each of DB, VVB, DU, Wilhelm Konrad Thomas Zours and Rolf Birkert may be deemed to have beneficial ownership with respect to the shares held by ABC, DBB, PE, SP, HDBH, MB, MLS and AAM and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein.

Each of VVB, DU, Wilhelm Konrad Thomas Zours and Rolf Birkert may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein.

DU and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by SG and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein.

Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DU and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

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, and therefore VVB disclaims beneficial ownership over the shares it holds in excess of 45% voting power.

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On January 28, 2020, ABC, DBB, PE, SP, HDBH, DB and DU entered into an acting-in-concert agreement (the “Acting in Concert Agreement”). Pursuant to the Acting in Concert Agreement, each party agrees to exercise their voting rights (or abstain therefrom) in accordance with the terms thereof.

All percentages set forth in this Schedule 13D are based upon 44,849,365 Ordinary Shares outstanding, as reported in the Issuer’s Form 6-K filed on October 31, 2019.

(b) Number of shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote of:

ABC	0
DBB	0
PE	0
SP	0
HDBH	0
MB	0
MLS	0
AAM	0
DB	0
VVB	0
SG	0
DU	0
Wilhelm Konrad Thomas Zours	0
Rolf Birkert	0
Hansjörg Plaggemars	0
Ralph Bieneck	0

(ii) Shared power to vote or to direct the vote of:

ABC	13,396,957 (1)
DBB	13,396,957 (1)
PE	13,396,957 (1)
SP	13,396,957 (1)
HDBH	13,396,957 (1)
MB	1,000
MLS	1,000
AAM	1,000
DB	13,399,957 (1) (2)
VVB	6,828,173 (3)
SG	1,000
DU	13,400,957 (1) (4)
Wilhelm Konrad Thomas Zours	13,400,957 (5)
Rolf Birkert	6,828,173 (6)
Hansjörg Plaggemars	4,000 (7)
Ralph Bieneck	1,000 (8)

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(iii) Sole power to dispose or to direct the disposition of:

ABC	0
DBB	0
PE	0
SP	0
HDBH	0
MB	0
MLS	0
AAM	0
DB	0
VVB	0
SG	0
DU	0
Wilhelm Konrad Thomas Zours	0
Rolf Birkert	0
Hansjörg Plaggemars	0
Ralph Bieneck	0

(iv) Shared power to dispose or to direct the disposition of:

ABC	101,455
DBB	2,180,271 (9)
PE	180,632
SP	3,215,000
HDBH	1,000
MB	1,000
MLS	1,000
AAM	1,000
DB	6,828,173 (2)
VVB	6,828,173 (3)
SG	1,000
DU	13,400,957 (4)
Wilhelm Konrad Thomas Zours	13,400,957 (5)
Rolf Birkert	6,828,173 (6)
Hansjörg Plaggemars	4,000 (7)
Ralph Bieneck	1,000 (8)

(1)	Pursuant to the Acting in Concert Agreement, each of ABC, DBB, PE, SP, HDBH, DB and DU agrees to exercise their voting rights (or abstain therefrom) in accordance with the terms thereof.  Includes 101,455 shares held by ABC, 1,999,639 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by HDBH, 1,327,447 shares held by DB and 6,571,784 shares held by DU.
(2)	Includes 1,000 shares held by MB, 1,000 shares held by MLS and 1,000 shares held by AAM, as to which DB disclaims beneficial ownership. DB owns a majority interest in each of MB, MLS and AAM.
(3)	Includes 101,455 shares held by ABC, 1,999,639 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by HDBH, 1,000 shares held by MB, 1,000 shares held by MLS and 1,000 shares held by AAM, as to which VVB disclaims beneficial ownership.  DB owns a majority interest in each of ABC, DBB, PE, SP, HDBH, MB, MLS and AAM.  Includes 1,327,447 shares held by DB.  VVB disclaims beneficial ownership over the shares of DB that it holds in excess of 45% voting power pursuant to the Non-Domination Agreement described herein.  VVB owns a majority interest in DB.
(4)	Includes 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by AAM, and 1,327,447 shares held by DB and 1,000 shares held by SG, as to which DU disclaims.  VVB owns a majority interest in DB.  VVB disclaims beneficial ownership over the shares of DB that it holds in excess of 45% voting power pursuant to the Non-Domination Agreement described herein.  DU owns a majority interest in VVB and SG.  DB owns a majority interest in each of ABC, DBB, PE, SP, HDBH, MB, MLS and AAM.

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(5)	Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the boards of management of VVB and DU and therefore has voting and dispositive power over the shares held by ABC, DBB, PE, SP, HDBH, MB, MLS, AAM, DB, SG and DU.
(6)	Rolf Birkert, in his capacity as member of the boards of management of DB and PE, has voting and dispositive power over the shares held by ABC, DBB, PE, SP, HDBH, MB, MLS, AAM and DB.
(7)	Hansjörg Plaggemars, in his capacity as a member of the boards of management of MB, MLS, SG and AAM, has voting and dispositive power over the shares held by MB, MLS, SG and AAM.
(8)	Ralph Bieneck, in his capacity as a member of the board of management of HDBH, has voting and dispositive power over the shares held by HDBH.
(9)	Includes 180,632 shares held directly by PE pursuant to the Trust Agreement.

(c) Since the transactions reported in the most recent filing of this Schedule 13D, the Reporting Persons have conducted transactions in the shares as reflected on Schedule 2.

(d) – (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Please see Item 4 above for a description of the 2018 tender offer by DBB for shares of the Issuer, which was consummated on August 6, 2018. Pursuant to the 2018 tender offer, DBB has issued Warrants entitling the holders thereof to purchase from DBB an aggregate of 214,448 Ordinary Shares of the Issuer at a purchase price of €1.00, and otherwise on the terms and conditions set forth therein. As of the date hereof, Warrants in respect of 33,816 Ordinary Shares have been settled by DBB. Please also see Item 4 above for a description of the 2019 tender offer by DBB and DU for shares of the Issuer, which was commenced on June 21, 2019 and ended on July 19, 2019. 

On February 21, 2018, DU issued convertible bonds in the original principal amount of up to €80,000,000. The issuance consists of up to 800 bearer bonds in principal amount of €100,000 each. The bonds matured on December 15, 2019 and bore no interest. During the term of the bonds, bondholders had the right to convert each bearer bond into 3,334 Ordinary Shares plus €79,996 in cash; provided, however, that DU may have, in lieu of partially settling the bonds in Ordinary Shares, settled the bonds in an amount of cash corresponding to the value of the Ordinary Shares to be delivered, plus €79,996 per bearer bond. The purchaser of €50,000,000 principal amount of such bond offering was Wilhelm Konrad Thomas Zours. The Reporting Persons disclaim that such bond offering was material to DU’s investments in securities described in this Schedule 13D. Meanwhile the convertible bonds have been fully retransferred to DU.

On January 28, 2020, ABC, DBB, PE, SP, HDBH, DB and DU entered into the Acting in Concert Agreement. Pursuant to the Acting in Concert Agreement, each party agrees to exercise their voting rights (or abstain therefrom) in accordance with the terms thereof.

 Item 7. Material to Be Filed as Exhibits

99.2	Joint Filing Agreement.
99.3	Acting-in-Concert Agreement, dated January 28, 2019, by and among ABC Beteiligungen Aktiengesellschaft, Deutsche Balaton Biotech AG, Prisma Equity AG, SPARTA AG, Heidelberger Beteiligungsholding AG, Deutsche Balaton Aktiengesellschaft and Delphi Unternehmensberatung Aktiengesellschaft (English translation).
99.4	Power of Attorney.

25

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.

Dated: February 3, 2020

ABC BETEILIGUNGEN AKTIENGESELLSCHAFT
By:	/s/ Rolf Birkert
	Rolf Birkert
DEUTSCHE BALATON BIOTECH AG
By:	/s/ Rolf Birkert
	Rolf Birkert
PRISMA EQUITY AG
By:	/s/ Rolf Birkert
	Rolf Birkert
SPARTA AG
By:	/s/ Jens Jüttner
	Jens Jüttner
HEIDELBERGER BETEILIGUNGSHOLDING AG
By:	/s/ Ralph Bieneck
	Ralph Bieneck
MARNA BETEILIGUNGEN AG
By:	/s/ Hansjörg Plaggemars
	Hansjörg Plaggemars
MING LE SPORTS AG
By:	/s/ Hansjörg Plaggemars
	Hansjörg Plaggemars
ALTECH ADVANCED MATERIALS AG
By:	/s/ Hansjörg Plaggemars
	Hansjörg Plaggemars
DEUTSCHE BALATON AKTIENGESELLSCHAFT
By:	/s/ Rolf Birkert
	Rolf Birkert

26

VV BETEILIGUNGEN AKTIENGESELLSCHAFT
By:	*
	Wilhelm Konrad Thomas Zours
STRAWTEC GROUP AG
By:	/s/ Hansjörg Plaggemars
	Hansjörg Plaggemars
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT
By:	*
	Wilhelm Konrad Thomas Zours
Hansjörg Plaggemars
/s/ Hansjörg Plaggemars
RALPH BIENECK
/s/ Ralph Bieneck
ROLF BIRKERT
/s/ Rolf Birkert
WILHELM KONRAD THOMAS ZOURS
*

* By:	/s/ Philipp Wiedmann
	Name: Philipp Wiedmann
	Title: Attorney-in-fact

27

Schedule 1

Members of Management of the Reporting Persons

The sole member of the Board of Management of each of ABC, PE and DBB is Rolf Birkert. The members of the Board of Management of SP are Lars Hettche and Jens Jüttner. The sole member of the Board of Management of HDBH is Ralph Bieneck. The sole member of the Board of Management of each of MB, MLS, SG and AAM is Hansjörg Plaggemars. The members of the Board of Management of DB are Rolf Birkert and Alexander Link. The sole member of the Board of Management of each of VVB and DU is Wilhelm Konrad Thomas Zours.

The following table sets forth the name, present occupation or employment and citizenship of each such person.

Name	Present Business Address	Present Occupation	Citizenship
Rolf Birkert	Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany	Member of the Board Deutsche Balaton Aktiengesellschaft	Germany
Alexander Link	Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany	Member of the Board Deutsche Balaton Aktiengesellschaft	Germany
Jens Jüttner	Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany	Member of the Board SPARTA AG	Germany
Lars Hettche	Brook 1, 20457 Hamburg, Germany	Member of the Board SPARTA AG	Germany
Hansjörg Plaggemars	Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany	Sole Member of the Board of MARNA Beteiligungen AG	United States
Ralph Bieneck	Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany	Sole Member of the Board of Heidelberger Beteiligungsholding AG	Germany
Wilhelm Konrad Thomas Zours	Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany	Sole Member of the Board Delphi Unternehmensberatung Aktiengesellschaft	Germany

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Schedule 2

Person	Instrument	Transaction Date	Quantity Purchased/(Sold)	Price per Instrument	Place of Transaction
DBB	Biofrontera ordinary shares	July 30, 2019	7,500	6.9300 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	July 31, 2019	15,409	6.8290 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	July 31, 2019	2,500	6.7800 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	August 1, 2019	18,067	6.7180 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	August 5, 2019	16,706	6.5920 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	August 7, 2019	2,850	6.4800 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	September 13, 2019	5,000	6.5200 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	September 16, 2019	5,000	6.1000 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	September 25, 2019	4,500	5.7733 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	September 26, 2019	500	5.8300 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	October 7, 2019	3,339	5.8540 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	October 8, 2019	3,000	5.6730 €	Xetra Frankfurt / Main
DBB	Biofrontera ordinary shares	October 9, 2019	50,868	5.5250 €	off-market purchase
DBB	Biofrontera ordinary shares	October 10, 2019	9,500	5.1547 €	Xetra Frankfurt / Main
DBB	Warrants	November 6, 2019	3,192	4.8000 €	off-market purchase
DBB	Warrants	November 6, 2019	2,361	4.8000 €	off-market purchase
DBB	Warrants	December 17, 2019	4,361	4.4000 €	off-market purchase
DBB	Warrants	December 30, 2019	2,000	4.0640 €	off-market purchase
DB	Biofrontera ordinary shares	January 28, 2020	-1,000	4.7500 €	off-market sale
HDBH	Biofrontera ordinary shares	January 28, 2020	1,000	4.7500 €	off-market purchase

29

EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements, The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate,

ABC BETEILIGUNGEN AKTIENGESELLSCHAFT
By:	/s/ Rolf Birkert
	Rolf Birkert
DEUTSCHE BALATON BIOTECH AG
By:	/s/ Rolf Birkert
	Rolf Birkert
PRISMA EQUITY AG
By:	/s/ Rolf Birkert
	Rolf Birkert
SPARTA AG
By:	/s/ Jens Jüttner
	Jens Jüttner
HEIDELBERGER BETEILIGUNGSHOLDING AG
By:	/s/ Ralph Bieneck
	Ralph Bieneck
MARNA BETEILIGUNGEN AG
By:	/s/ Hansjörg Plaggemars
	Hansjörg Plaggemars
MING LE SPORTS AG
By:	/s/ Hansjörg Plaggemars
	Hansjörg Plaggemars
ALTECH ADVANCED MATERIALS AG
By:	/s/ Hansjörg Plaggemars
	Hansjörg Plaggemars
DEUTSCHE BALATON AKTIENGESELLSCHAFT
By:	/s/ Rolf Birkert
	Rolf Birkert

VV BETEILIGUNGEN AKTIENGESELLSCHAFT
By:	*
	Wilhelm Konrad Thomas Zours
STRAWTEC GROUP AG
By:	/s/ Hansjörg Plaggemars
	Hansjörg Plaggemars
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT
By:	*
	Wilhelm Konrad Thomas Zours
Hansjörg Plaggemars
/s/ Hansjörg Plaggemars
RALPH BIENECK
/s/ Ralph Bieneck
ROLF BIRKERT
/s/ Rolf Birkert
WILHELM KONRAD THOMAS ZOURS
*

* By:	/s/ Philipp Wiedmann
	Name: Philipp Wiedmann
	Title: Attorney-in-fact

EX-99.3

Exhibit 99.3

Acting-in-Concert Agreement (Pool Agreement)

(“agreement” or “pool agreement”)

between

DELPHI Unternehmensberatung Aktiengesellschaft (“DELPHI”) with HQ in Heidelberg
entered in the Commercial Register at Mannheim District Court
under HRB 705381
and located at: Ziegelhäuser Landstr. 1, 69120 Heidelberg, Germany

SPARTA AG (“SPARTA”) with its registered office in Hamburg
entered in the Commercial Register at Hamburg District Court
under HRB 58870
and located at: Ziegelhäuser Landstr. 1, 69120 Heidelberg, Germany

Deutsche Balaton Biotech AG (“DB Biotech”) with its registered office in Frankfurt am Main
entered in the Commercial Register at Frankfurt am Main District Court
under HRB 111190
and located at: Ziegelhäuser Landstr. 1, 69120 Heidelberg, Germany

Deutsche Balaton Aktiengesellschaft (“DBAG”) with its registered office in Heidelberg
entered in the Commercial Register at Mannheim District Court
under HRB 338172
and located at: Ziegelhäuser Landstr. 1, 69120 Heidelberg, Germany

Prisma Equity AG (“Prisma”) with its registered office in Heidelberg
entered in the Commercial Register at Mannheim District Court
under HRB 716344
and located at: Ziegelhäuser Landstr. 1, 69120 Heidelberg, Germany

ABC Beteiligungen AG (“ABC”) with its registered office in Heidelberg
entered in the Commercial Register at Mannheim District Court
under HRB 337968
and located at: Ziegelhäuser Landstr. 1, 69120 Heidelberg, Germany

and

Heidelberger Beteiligungsholding AG (“HDBH”) with its registered office in Heidelberg
entered in the Commercial Register at Mannheim District Court
under HRB 338007
and located at: Ziegelhäuser Landstr. 1, 69120 Heidelberg, Germany

(together: the “pool members” or “contracting parties”
and individually: the “pool member” or the “contracting party”)

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Preamble

The pool members are shareholders in Biofrontera AG, which has its registered office in Leverkusen and is entered in the Commercial Register at Cologne District Court under HRB 49717 (“company”). The shares in the company are traded on the Regulated Market of the Frankfurt Stock Exchange and on the Regulated Market of the Düsseldorf Stock Exchange under the ISIN DE0006046113. American Depositary Shares (“ADS”) are also traded on the NASDAQ. However, ADS are not object of this agreement. At the time of signing this agreement, the company's share capital is € 44,849,365.00. This is divided into 44,849,365 no-par-value bearer shares with a nominal value of € 1.00 per no-par-value share. According to the articles of association of the target company, each no-par-value share grants one vote at the company's Annual General Meetings.

With the exception of DELPHI, the pool members are affiliated companies in the sense of Section 15 et seq. of the German Stock Corporation Act (AktG) at the time of signing this agreement (both individually as an “affiliated company” and together as “affiliated companies”). A de-domination agreement is in place between VV Beteiligungen AG, which is controlled by DELPHI, and DBAG, the majority of whose shares and voting rights are held by VV Beteiligungen AG. This means that DELPHI does not exercise any indirect controlling influence on DBAG.

The status of a contracting party as an affiliated company does not constitute a basis for conducting business in the sense of this agreement. Should a contracting party lose its status as an affiliated company toward the other pool members, this has no impact on the effectiveness of this agreement. In particular, this does not lead to a special right of termination or cancellation of one of the contracting parties, nor to a right to amend the agreement.

The pool members hold the following specific stakes in the company at the time of signing this agreement:

1. DELPHI directly holds 6,571,784 shares in the company. This corresponds to around 14.65 % of the share capital and voting rights in the company. The shares in the company that are held by DELPHI are allocated to Mr. Wilhelm K. T. Zours pursuant to Section 30 (1) Sentence 1 No. 1 and Sentence 3 of the German Securities Acquisition and Takeover Act (WpÜG), as well as Section 34 (1) Sentence 1 No. 1 of the German Securities Trading Act (WpHG).

2. SPARTA directly holds 3,215,000 shares in the company. This corresponds to around 7.17 % of the share capital and voting rights in the company. The shares in the company that are held by SPARTA are allocated to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI Unternehmensberatung Aktiengesellschaft, and Mr. Wilhelm K. T. Zours pursuant to Section 30 (1) Sentence 1 No. 1 and Sentence 3 of the German Securities Acquisition and Takeover Act (WpÜG), as well as Section 34 (1) Sentence 1 No. 1 of the German Securities Trading Act (WpHG).

2

3. DB Biotech directly holds 1,999,639 shares in the company. This corresponds to around 4.46 % of the share capital and voting rights in the company. The shares in the company that are held by DB Biotech are allocated to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI Unternehmensberatung Aktiengesellschaft, and Mr. Wilhelm K. T. Zours pursuant to Section 30 (1) Sentence 1 No. 1 and Sentence 3 of the German Securities Acquisition and Takeover Act (WpÜG), as well as Section 34 (1) Sentence 1 No. 1 of the German Securities Trading Act (WpHG).

4. DBAG directly holds 1,328,447 shares in the company. This corresponds to around 2.96 % of the share capital and voting rights in the company. The shares in the company that are held by DBAG are allocated to VV Beteiligungen Aktiengesellschaft, DELPHI Unternehmensberatung Aktiengesellschaft, and Mr. Wilhelm K. T. Zours pursuant to Section 30 (1) Sentence 1 No. 1 and Sentence 3 of the German Securities Acquisition and Takeover Act (WpÜG), as well as Section 34 (1) Sentence 1 No. 1 of the German Securities Trading Act (WpHG).

5. Prisma directly holds 180,632 shares in the company. This corresponds to around 0.40 % of the share capital and voting rights in the company. The shares in the company that are held by Prisma are allocated to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI Unternehmensberatung Aktiengesellschaft, and Mr. Wilhelm K. T. Zours pursuant to Section 30 (1) Sentence 1 No. 1 and Sentence 3 of the German Securities Acquisition and Takeover Act (WpÜG), as well as Section 34 (1) Sentence 1 No. 1 of the German Securities Trading Act (WpHG). The shares held directly by Prisma in Biofrontera AG are held on a trust basis for DB Biotech. The basis of this trust relationship is an agreement concluded between DB Biotech and Prisma (the “trust agreement”) from May 7, 2018. The provisions of the trust agreement continue to apply without any changes. Should one provision or its concrete application in this pool agreement contradict a provision of the trust agreement in a specific case, the corresponding provision of this pool agreement takes precedence in the event of any doubts.

6. ABC directly holds 101,455 shares in the company. This corresponds to around 0.23 % of the share capital and voting rights in the company. The shares in the company that are held by ABC are allocated to Deutsche Balaton Aktiengesellschaft, VV Beteiligungen Aktiengesellschaft, DELPHI Unternehmensberatung Aktiengesellschaft, and Mr. Wilhelm K. T. Zours pursuant to Section 30 (1) Sentence 1 No. 1 and Sentence 3 of the German Securities Acquisition and Takeover Act (WpÜG), as well as Section 34 (1) Sentence 1 No. 1 of the German Securities Trading Act (WpHG).

3

7. HDBH intends to acquire at least 1 share in the company before signing this agreement. The acquisition of at least one share in the company is a prerequisite for HDBH being authorized to sign this agreement.

The pool members agree that they will coordinate their interests and exercise their voting rights in a unified way in order to secure and maintain both their current and future influence on the company in a sustainable way.

On this basis, the pool members merge to form a private company (“GbR”) and then sign the following agreement:

Section 1 Purpose of the agreement

(1) The purpose of this agreement is to combine the interests of the pool members as a way of securing their joint influence on the company, in particular through uniform exercising of voting rights resulting from the Biofrontera shares covered by this agreement with regard to all resolutions to be passed at the Annual General Meeting of the company, as well as through elections to be held. The objective here is to act in unison as a way of continually promoting the economic development and increasing the stock exchange value of the company by establishing a corresponding block of voting rights at the company's Annual General Meeting.

(2) All no-par-value shares in the company that are held by the pool members either currently or in the future are subject to the provisions of this agreement, regardless of whether they are held by the parties to this agreement themselves or by others, for example trustees (both individually as a single “pool share” and together as “pool shares”). Shares held on a trust basis for a third party that is not itself a contracting party are not covered by this agreement.

(3) The pool members hereby undertake to exercise their voting rights resulting from all shares subject to this agreement consistently for all resolutions and elections at the company's Annual General Meeting pursuant to the following provisions or to abstain from all votes consistently.

(4) Unless otherwise stipulated in this agreement, all rights and obligations of the pool members resulting from their shares in the company, particularly with regard to entrusting the pool shares and their purchase or sale, remain unaffected by this pool agreement. In particular, each contracting party is independently responsible for ensuring that voting rights announcements are drawn up properly and on time in line with the German Securities Trading Act (WpHG).

4

Section 2 Securing uniform exercising of voting rights

(1) To ensure that all voting rights of pool members, resulting from all shares governed by this agreement, are exercised uniformly at the company's Annual General Meetings, the pool members must therefore reach a decision in a joint meeting of all pool members (the “pool meeting”), that is to be held no later than two weeks prior to each Annual General Meeting of the company, as to how the voting rights resulting from the shares are to be exercised for each of the individual items on the agenda at the company's Annual General Meeting. The pool members are then obligated to cast their votes, resulting from the shares governed by this agreement, at the company's Annual General Meeting in accordance with the resolution passed during the pool meeting, regardless of whether and how they voted on said resolution during the pool meeting and regardless of whether the respective contracting party was present or represented at the pool meeting or not. Both the pool spokesperson and the deputy are authorized to delegate their powers. The pool members are themselves each responsible for registering their respective voting rights for the company's Annual General Meeting. The pool members can be represented at the company's Annual General Meetings by a pool spokesperson, a deputy spokesperson, or a third party. If third parties are granted power of attorney to exercise the votes of a pool member at the company's Annual General Meeting, these third parties must be issued corresponding instructions to ensure that the respective voting rights are exercised in accordance with the strategy approved at the pool meeting. The pool members should also ensure that all shares which they hold directly are registered properly to take part in the company's Annual General Meeting.

The minority rights of the shareholders, in particular those resulting from Sections 122, 126, 127, and 131 of the German Stock Corporation Act (AktG), remain unaffected by this pool agreement.

(2) The first pool meeting is convened at the invitation of the Executive Board at DBAG. Paragraph 3 of this provision applies accordingly to the first convening. During the first pool meeting, the pool members elect a pool spokesperson with a majority of three quarters of the pool shares effectively represented at the first pool meeting. This pool spokesperson then in particular convenes and conducts the pool meetings, determines the voting procedure, prepares and announces resolutions, and represents the GbR towards third parties. The Executive Board at DBAG manages the voting procedure for election of the first pool spokesperson (Section 3 (1) of this agreement applies here accordingly). If no majority as per Sentence 1 is achieved, Section 3 (4) and (5) of this agreement applies accordingly. The pool spokesperson is authorized to represent the pool members at the company's Annual General Meeting. The pool spokesperson must be a member of the pool or a representative body of a pool member. A representative body of a pool member that sits on the Executive Board or Supervisory Board at the company cannot be elected as pool spokesperson. The respective spokesperson is elected for a period of three years. An acting pool spokesperson can also be discharged at any time by electing a new pool spokesperson pursuant to Section 3 of this agreement. The pool member whose representative body is a pool spokesperson also has a voting right. A deputy spokesperson is also elected in the same way. The deputy spokesperson represents the pool spokesperson if they are unable to exercise their office.

(3) The pool meetings are held at the HQ of DBAG in Ziegelhäuser Landstraße 1, 69120 Heidelberg, Germany. Pool meetings are convened by the pool spokesperson with at least two weeks' notice, excluding the day on which the invitation is sent out and the day of the actual pool meeting itself. In urgent cases, the pool spokesperson can shorten the notice given appropriately. The pool spokesperson can issue invitations to the pool meeting verbally and via telephone, as well as by telex, fax, or e-mail. At the request of the pool spokesperson, resolutions can also be passed outside the pool meeting and be made in writing, by telex, verbally, via telephone, via fax, or by e-mail if no pool member expressly objects to this approach within an appropriate period of time, which itself is to be determined by the pool spokesperson.

5

(4) Each pool member can be represented by a different pool member, their representative body, or a different person at the pool meeting or when casting votes outside pool meetings by issuing a written power of attorney. Each pool member can also cast their vote in writing or via telephone if a vote on a resolution takes place at a pool meeting. In this case, the vote is to be submitted to the pool spokesperson.

(5) The pool spokesperson must draw up and sign a report for all resolutions passed in or outside a pool meeting and then make this available to all pool members within one week following passing of the resolution.

(6) The invitation must arrive with each pool member at least one week before the pool meeting is held. The invitation must be made in writing.

(7) If one contracting party is not present or not properly represented at the duly convened pool meeting, this has no impact on the ability of the pool meeting to pass resolutions. Each pool member is bound by the resolutions of the pool meeting.

(8) Pursuant to Section 3, the pool meeting must pass a resolution that authorizes the pool spokesperson alone to specify the voting behavior for all resolution items and for all pool members at the Annual General Meeting (for example motions regarding rules of procedure, counter-motions, or election nominations of other shareholders) for which it was not possible to hold a vote during the pool meeting due to time constraints or for practical reasons.

Section 3 Resolutions

(1) During the pool meeting, the pool spokesperson determines the sequence for working through the individual items on the agenda at the company's Annual General Meeting, insofar as no pool member objects to this. The pool spokesperson then also determines the sequence of votes with regard to the individual resolution voting options of the pool meeting for every single item on the agenda at the company's Annual General Meeting. This means that the pool spokesperson specifies the sequence in which votes will be cast via the various voting right exercise options (“Yes”, “No”, or “Abstain”) for every single item on the agenda at the company's Annual General Meeting (“voting procedure”). If one pool member or multiple pool members file an objection to the sequence determined for working through the individual items on the agenda at the Annual General Meeting or the voting sequence for the individual resolution options of the pool meeting, a vote must be held to determine the corresponding sequence pursuant to (6) of this provision.

6

(2) A voting procedure comprises no more than three rounds of voting. It encompasses the vote on all voting right options at the company's Annual General Meeting (“Yes”, “No”, or “Abstain”) in the sequence that was determined in accordance with (1) of this provision until the required majority pursuant to Section 3 has been reached. The pool members have a voting right in each round of voting. Insofar as a majority required to pass a resolution in accordance with this provision has been reached, no more votes regarding further voting right exercise options will be held.

(3) Following joint discussion, the resolutions of the pool meeting are passed with a majority of three quarters of the pool shares represented at the pool meeting, insofar as nothing to the contrary has been agreed on the basis of (4) or (5) of this provision. In the first voting procedure, each duly represented pool share may cast one vote at the pool meeting. When voting on pool meeting resolutions, any abstentions are regarded as votes not cast. Insofar as there are any ambiguities or doubts with regard to ownership of pool shares of one or more pool members, the pool member(s) in question is/are obligated to provide evidence of their pool share ownership.

(4) Insofar as none of the voting right exercise options at the company's Annual General Meeting (“Yes”, “No”, or “Abstain”) achieved the required majority in the first voting procedure, another voting procedure is held pursuant to (2) of this provision (the “2nd voting procedure”), during which each properly represented pool member is granted one vote in each round of voting (voting right based on “headcount”) – regardless of how many shares in the company they hold – and the resolution is then passed in the 2nd voting procedure with a majority of three quarters of the votes represented at the pool meeting (“headcount”).

(5) Insofar as none of the voting right exercise options at the company's Annual General Meeting (“Yes”, “No”, or “Abstain”) achieved the required majority in the 2nd voting procedure, a third voting procedure (the “3rd voting procedure”) is then held, during which each properly represented pool member is granted one vote in each round of voting (voting right based on “headcount”) – regardless of how many shares in the company they hold – and the resolution is then passed in the 3rd voting procedure by a simple majority of the votes duly represented at the pool meeting.

(6) In the case of resolutions of the pool members that offer more than two options and can be passed in multiple ways, the pool spokesperson decides the sequence of the options to be put to vote, insofar as no pool member objects to this. Insofar as a pool member objects to the voting proposal of the pool spokesperson, a vote must be held on the voting proposal. For this vote on the voting sequence, the relative majority following calculation of the votes as per paragraph 3 prevails. The same applies mutatis mutandis to Supervisory Board elections.

(7) Insofar as a pool member or their representative body is not entitled to vote at the company's Annual General Meeting as per the regulations of the German Stock Corporation Act (AktG) or the German Securities Trading Act (WpHG), they also do not have a voting right in the pool. The voting right resulting from the respective shares also cannot be exercised by the pool spokesperson at the Annual General Meeting.

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Section 4 Counter-motions and election nominations;
supplementary motions

(1) The pool members undertake among one another not to submit any counter-motions or election nominations at the company's Annual General Meeting that the pool meeting has not previously approved, unless the pool spokesperson or their representative at the Annual General Meeting convenes an extraordinary pool meeting at short notice during the company's Annual General Meeting, in which at least 75 percent of all pool shares are duly represented (“quorum”). Pursuant to Section 3 of this agreement, the quorum can then pass a resolution on lodging of counter-motions and election nominations at the company's Annual General Meeting with effect for all pool shares that are duly represented at the Annual General Meeting. If a resolution of this kind is passed with a corresponding majority pursuant to Section 3 of this agreement, the resolution on the uniform voting behavior for the corresponding motion or proposal is included in the resolution on lodging of such a counter-motion or election nomination.

(2) During the pool meeting, each pool member is entitled to propose election nominations or counter-motions regarding items on the agenda at the company's Annual General Meeting by submitting a motion to the pool meeting to vote on the corresponding election nomination or counter-motion (“proposal of a pool member”). The proposal of a pool member should be drawn up in text form and made available for the pool spokesperson to read out during the pool meeting. As per Section 3 of this agreement, the pool spokesperson must submit a proposal of a pool member regarding a specific item on the agenda at the company's Annual General Meeting prior to the respective vote. The pool member submitting the election nomination or the counter-motion to the pool meeting is – subject to other legal grounds for exclusion – not excluded from their voting right.

(3) If the proposal of a pool member is approved by the pool meeting with a corresponding majority pursuant to Section 3 of this agreement, the pool spokesperson is then obligated to present the proposal of the pool member (at the latest) during the company's Annual General Meeting.

(4) Pursuant to Section 2 (8) of this agreement, the pool spokesperson determines, under their own responsibility, the voting procedure for counter-motions and election nominations of other shareholders (“proposal of a shareholder”) at the company's Annual General Meeting, insofar as the pool meeting granted this spokesperson a corresponding authorization. If the authorizing resolution was rejected with the necessary majority pursuant to Section 2 (8), the pool spokesperson must then instruct all pool members that are eligible to vote on the resolution (including the actual pool spokesperson) to unanimously abstain from voting on the proposal of the shareholder.

(5) The provisions of this agreement apply accordingly to requests to add new items to the agenda at the company, regardless of who makes such requests.

Section 5 Disposals or encumbrances of shares in the company

(1) The pool members are entitled to dispose of or encumber their shares wholly or partially without the need for approval.

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(2) Anyone acquiring shares governed by this agreement does not become a party to this agreement. If a contracting party sells all of their shares in the company, this pool member exits this pool agreement as a party. However, the provisions of this agreement then continue to apply in full among the remaining pool members. If the former party later acquires shares in the company once again, they are not automatically re-entered in this agreement, but must first submit their express declaration of joining.

(3) In the event of a valid challenge to the material transfer of all shares of a former contracting party, this contracting party does not then resume a position as a contracting party of this pool agreement.

Section 6 Term of agreement

(1) This agreement is concluded for an undetermined duration, however, at least until the end of September 30, 2020. It can be terminated by any contracting party without providing reasons, although the notice period of four weeks must be observed. All terminations must be submitted in text form (an e-mail is sufficient). All such requests must also be presented to all other contracting parties. The cancellation period (notice given) starts with the latest date of receipt of the notice of termination.

(2) The right to termination for an important reason remains unaffected by this. An important reason is, in particular, if a contracting party violates the obligations resulting from Section 1 and Section 2 of this pool agreement. The penalty provisions pursuant to Section 8 of this pool agreement remain unaffected, even in the event of extraordinary termination. If there is an important reason for terminating a pool member, the other pool members must pass a resolution on this pursuant to Section 3 of this agreement in which the pool member to be terminated does not have a voting right.

(3) If one pool member exits the agreement as the result of a proper termination, the provisions of the pool agreement continue to apply in full to the remaining pool members without any changes.

(4) If a resolution has already been passed at the pool meeting when the termination declaration becomes effective, votes must still be cast consistently at the subsequent Annual General Meeting in line with the resolution passed during the pool meeting, despite the termination having already come into effect.

Section 7 Registration of changes to the shareholder structure

(1) Each contracting party is obliged to inform the company, the other respective party, of any change in the number of shares held within a period of four weeks, insofar as the change cannot be determined from publicly available sources. The notification is made in text form (an e-mail is sufficient). Other pool members must be notified immediately of any selling intention on the part of a pool member (an e-mail is sufficient).

(2) If a pool member intends to sell pool shares in this way, the common understanding is that the pool shares to be sold are at least also offered to the remaining pool members for purchase.

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Section 8 Contractual penalty

(1) If a contracting party fails to observe the provisions in Section 1 (3) and Section 2 of this agreement and either fails to cast one or more votes resulting from the shares subject to this pool agreement or casts them in a way that is contrary to the resolution passed at the pool meeting, this contracting party must then pay each of the other pool members a total contractual penalty of € 100,000.00 per violation.

(2) The right to demand damages or forbearance, as well as the right to extraordinary termination of this contractual relationship are not effected by payment of the contractual penalty. The contractual penalty is charged in addition to the damages.

Section 9 Final provisions

(1) The obligations of this pool agreement do not come into effect until the end of the day on which this agreement is signed by all contracting parties. HDBH is not authorized to sign this agreement until it holds directly at least 1 share in the company.

(2) Amendments and supplements to this pool agreement require a resolution of the pool meeting in writing. This also applies to any amendments and supplements of this written form clause.

(3) Should a provision of this agreement become invalid or if the agreement contains a loophole, this does not otherwise affect the legal validity of this agreement. The void provision must then be replaced by a legally permitted ruling that corresponds economically to the intended purpose of the void provision as closely as possible, taking into account the preamble, as well as Section 1 of this agreement. If the invalidity of a provision is based on the level of a specific service or the timeframe stated therein, the legally permitted level of service or timeframe that comes closest to the intended purpose is considered as agreed. Any loopholes should be eliminated through interpretation of the agreement, taking into consideration the purpose of the agreement.

(4) Heidelberg is the sole place of jurisdiction for all disputes resulting from and in the context of this pool agreement, its execution, and its termination, insofar as a sole place of jurisdiction can be effectively agreed between the pool members. Otherwise, the place of jurisdiction will be determined on the basis of legal provisions.

(5) This pool agreement is subject to the law of the Federal Republic of Germany, insofar no laws of a different state are mandatory.

Heidelberg, January 28, 2020	Heidelberg, January 28, 2020
DELPHI Unternehmensberatung Aktiengesellschaft Wilhelm K. T. Zours (Director)	SPARTA AG Jens Jüttner (Member of the Executive Board)
Heidelberg, January 28, 2020	Heidelberg, January 28, 2020
Deutsche Balaton Biotech AG Rolf Birkert (Director)	Deutsche Balaton Aktiengesellschaft Rolf Birkert (Member of the Executive Board) Alexander Link (Member of the Executive Board)
Heidelberg, January 28, 2020	Heidelberg, January 28, 2020
Prisma Equity AG Rolf Birkert (Director)	ABC Beteiligungen AG Rolf Birkert (Director)
Heidelberg, January 28, 2020
Heidelberger Beteiligungsholding AG Ralph Bieneck (Director)

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EX-99.4

Exhibit 99.4

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned each hereby constitutes and appoints Uwe Pirl and Philipp Wiedmann, and each of them, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of the undersigned as an individual or in the undersigned’s capacity as an officer, director, board member, or other representative, as applicable, of any corporation, limited liability company or other entity, pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, and the Investment Advisers Act of 1940, in each case as amended from time to time, and any and all rules and regulations of the United States Securities and Exchange Commission promulgated thereunder, or pursuant to any U.S. state securities or “blue sky” law, or the rules of any U.S. national securities exchange, registered securities association, or other self-regulatory organization (collectively, “U.S. Securities Laws and Rules”), under seal or otherwise, and to acknowledge and file or furnish the same, with all exhibits thereto, and any other documents in connection therewith, with the United States Securities and Exchange Commission, and with any other entity, when and if such execution, acknowledgment, and filing or furnishing is mandated by the U.S. Securities Laws and Rules, or any of them, as applicable, granting unto said attorney-in-fact the full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, to fulfill the foregoing purposes, to the full extent that the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12th day of July, 2019.

/s/ Rolf Birkert

Rolf Birkert

/s/ Jens Jüttner

Jens Jüttner

/s/ Wilhelm Konrad Thomas Zours

Wilhelm Konrad Thomas Zours