DRSLTR 1 filename1.htm


	1251 Avenue of the Americas
	20^thFloor
	New York, New York 10020

August 26, 2022

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

RE:	Biofrontera Inc.
	Draft Registration Statement on Form S-1

Ladies and Gentlemen:

On behalf of Biofrontera Inc. (the “Company”), we hereby confidentially submit a draft Registration Statement on Form S-1 (the “Registration Statement”) pursuant to Section 6(e) of the Securities Act of 1933, as amended (the “Securities Act”), for non-public review by the Staff of the Securities and Exchange Commission (the “Commission”) prior to the public filing of the Registration Statement. The Registration Statement relates to the offering and resale by a certain stockholder of shares of the Company’s common stock issuable upon exercise of warrants acquired in a private placement. Please note that the disclosure is substantially similar to that contained in the Company’s Registration Statement on Form S-1 filed with the Commission on June 7, 2022 and declared effective on June 9, 2022.

The Company qualifies as an “emerging growth company” within the meaning of Section 6(e) of the Securities Act. The Company also confirms that it will publicly file its Registration Statement and nonpublic draft submission such that they are publicly available on the EDGAR system at least 48 hours prior to any requested effective time and date.

If you have any questions or comments in connection with this letter or the Registration Statement, please contact the undersigned by phone at (212) 548-2122 or via e-mail at solder@mcguirewoods.com or Andrew J. Terjesen by phone at (704) 343-2024 or via email at aterjesen@mcguirewoods.com.

	Very truly yours,

	/s/ Stephen E. Older
	Stephen E. Older, Esq.

cc:	Erica L. Monaco, Chief Executive Officer (Biofrontera Inc.)
	Andrew J. Terjesen, Esq. (McGuireWoods, LLP)

McGuireWoods LLP | www.mcguirewoods.com