UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On October 25, 2022, Biofrontera Inc. (the “Company”) entered into private exchange agreements with certain holders of options to acquire ordinary shares, nominal value €1.00 per share (the “AG Options”), of Biofrontera AG, a German stock corporation having its registered seat in Leverkusen, registered in the commercial register of the local court of Köln under HRB 49717, pursuant to which the parties agreed to a negotiated private exchange of 3,148,042 shares of the Company’s common stock in exchange for the AG Options. The AG Options represent the right to acquire 2,623,365 ordinary shares, of Biofrontera AG held by the shareholders, representing an exchange ratio of approximately 1 AG share to 1.2 shares of the Company’s common stock.
The options are immediately exercisable and the exercise period ends on November 30, 2022. There is no additional cost to exercise the AG Options.
The private exchange agreements provide that the Company will use reasonable best efforts to file a registration statement registering the shares for resale.
Item 3.02 Unregistered Sales of Equity Securities.
The issuance of shares of the Company’s common stock pursuant to the private exchange agreements was made in a private negotiated exchange and will not be registered under the Securities Act of 1933, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 31, 2022, the Company issued a press release announcing the private exchange and issuance of shares, a copy of which is attached here as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| 10.1 | Form of Exchange Agreement |
| 99.1 | Press release dated October 31, 2022 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
October 31, 2022 (Date) |
Biofrontera Inc. (Registrant) |
| /s/ Erica L. Monaco | |
Erica L. Monaco Chief Executive Officer |