Biofrontera Inc. closes purchase of U.S. Ameluz and RhodoLED rights, sells $2.5 million preferred

Biofrontera Inc. (Nasdaq: BFRI) closed an acquisition of all United States rights to Ameluz and RhodoLED from its former parent, Biofrontera AG, and sold the second tranche of its Series C Convertible Preferred Stock for gross proceeds of $2.5 million. The company reported the closing in a Form 8-K filed October 24, 2025. It had described the deal, which it calls the Strategic Transaction, in an 8-K filed July 1, 2025.

The asset purchase and earnout

The asset purchase agreement and the earnout agreement were signed on October 20, 2025 with Biofrontera AG and its subsidiaries, Biofrontera Pharma GmbH and Biofrontera Bioscience GmbH, as sellers. The earnout replaces the transfer pricing model in the earlier license and supply agreement, which the agreements terminate.

Under the earnout, Biofrontera Inc. pays a monthly amount equal to 12% of U.S. Ameluz revenue in years when U.S. net sales are $65.0 million or less, and 15% in years when they exceed $65.0 million. The earnout runs from June 1, 2025. If Ameluz revenue is less than $5 million at the end of a calendar year, no earnout is due for that year, and Biofrontera AG repays what was paid.

The earnout also sets a minimum purchase level. From January 1, 2026, Biofrontera Inc. must manufacture or order at least 80,000 tubes of Ameluz each calendar year. If it misses that level for two consecutive years, with limited exceptions, Biofrontera AG may terminate the transfer and take back the acquired assets. That obligation ends once 1,000,000 tubes have been manufactured or ordered between June 1, 2025 and May 31, 2031, or when patent protection expires, which the agreement estimates will happen in December 2043, whichever comes first.

The Series C preferred

The company agreed on June 27, 2025 to sell up to 11,000 shares of Series C Convertible Preferred Stock at $1,000 a share, an aggregate offering of $11.0 million, in a private placement to accredited investors. The agreement was a condition of the Strategic Transaction. The first tranche of 8,500 shares closed on July 1, 2025. The second tranche of 2,500 shares closed on October 24, 2025, bringing gross proceeds to $2.5 million before estimated offering expenses. The company plans to use the net proceeds for the costs of the Strategic Transaction and other general corporate purposes.

Each preferred share converts at the holder's option into common stock equal to $1,000 divided by 0.6249, rounded down to the nearest whole share, subject to the certificate of designation. The company must file a resale registration statement as soon as practicable, and no later than three days after the second closing unless agreed otherwise. It must use commercially reasonable efforts to have that statement declared effective within 60 days. The preferred has no public trading market, and the company does not plan to list it.

Nasdaq equity requirement

The 8-K says the company believes that, as a result of the Strategic Transaction and the second closing, its stockholders' equity exceeds $5 million. That is the level Nasdaq Listing Rule 5550(b)(1) requires for continued listing. Nasdaq will keep monitoring compliance, and if the company cannot show it at its next periodic report, it may face delisting.

The claim depends on the transaction itself and on a second closing that raised $2.5 million. The 8-K does not give the equity figure, so it does not show the margin above the threshold.

What the filings leave out

The 8-K and its exhibits do not give Ameluz revenue for 2025, the company's cash or its net loss, so they do not show whether the earnout will be a small or large cost. They also do not show whether current orders meet the minimum of 80,000 tubes a year. The company remains tied to its former parent for supply, since the minimum order and the reversion right keep Biofrontera AG involved after the closing.

Report an error

Companies in this story

BFRIBiofrontera Inc.NASDAQ · United StatesOpen the starter desk