aibioBiofrontera falls below Nasdaq $2,500,000 stockholders' equity requirement
Tickers BFRI
Biofrontera reported stockholders' equity of $469,000 at March 31, 2025, far below the $2,500,000 Nasdaq requires. It has 45 calendar days to submit a plan to regain compliance.
Key facts
- Company
- Biofrontera Inc. (NASDAQ: BFRI)
- News type
- Listings
- Primary source
- Biofrontera Inc. 8-K (2025-05-23)
Biofrontera Inc. (Nasdaq: BFRI) said in a Form 8-K that it received a letter from The Nasdaq Stock Market on May 21, 2025. The letter said the company no longer complies with the stockholders' equity requirement in Nasdaq Listing Rule 5550(b)(1). The company's quarterly report on Form 10-Q for the period ended March 31, 2025 showed stockholders' equity of $469,000. The rule requires at least $2,500,000.
The alternative tests it also failed
Nasdaq allows a company to meet one of two alternatives instead of the equity test. One is a market value of listed securities of at least $35 million. The other is net income from continuing operations of at least $500,000 in the most recently completed fiscal year, or in two of the last three fiscal years. The 8-K says Biofrontera did not meet either alternative as of the date of the notice. As a result, it does not satisfy Nasdaq Marketplace Rule 5550(b).
The 8-K does not give the company's market value of listed securities or its net income for those years, so the size of the shortfall on each test cannot be measured from the filing.
Timetable and what happens next
The notice has no immediate effect on the listing or trading of the company's securities on the Nasdaq Capital Market. Biofrontera has 45 calendar days from the date of the notice to submit a plan to regain compliance. The company says it intends to evaluate its options and submit a compliance plan on time.
If Nasdaq accepts the plan, the company may be granted up to 180 calendar days from May 21, 2025 to show compliance. If the plan is not accepted, the company may appeal to a Nasdaq Hearings Panel. The 8-K does not say what the company plans to do to raise equity or improve earnings.
The business behind the figure
The company's annual report filed in March 2025 describes Biofrontera as a United States biopharmaceutical company that sells licensed products for dermatological conditions, with a focus on photodynamic therapy. Its main product is Ameluz, used with the RhodoLED lamps to treat actinic keratoses, which are pre-cancerous skin lesions. It sells them directly to dermatology offices and groups.
The annual report says the company was formed in March 2015 as a Delaware corporation and a wholly owned subsidiary of Biofrontera AG, a German stock corporation. It completed its initial public offering in November 2021. It also says the Biofrontera Group held more than 5% of the company's common stock until December 10, 2024, and that the company continues to rely on that group as the sole supplier of Ameluz and the RhodoLED lamps. The group is treated as a related party.
The report says Biofrontera decided in the third quarter of 2024 to divest its Xepi product line, which had no sales during 2024. It had 93 employees as of December 31, 2024.
Reading the notice
The notice is a compliance matter, not a trading suspension, and the 8-K says it has no immediate effect. But the equity figure is small against the requirement, and the company did not meet either alternative. The 8-K does not report cash, revenue or losses for the quarter, so the notice alone does not show the company's liquidity or how it would fund operations.
The 8-K was signed by Chief Financial Officer E. Fred Leffler III. The company's headquarters are at 120 Presidential Way in Woburn, Massachusetts.