aibioBiofrontera sells Xepi cream assets to Pelthos Therapeutics, gets $3 million at closing
Tickers BFRI
Only $3,000,000 was paid at closing on November 6, 2025. The rest of the $10,000,000 maximum depends on a $1,000,000 payment and up to $6 million in sales milestones, and Xepi had no sales in 2024.
Key facts
- Company
- Biofrontera Inc. (NASDAQ: BFRI)
- News type
- Mergers
- Primary source
- Biofrontera Inc. Form 8-K filed November 7, 2025 (SEC EDGAR)
Biofrontera Inc. (Nasdaq: BFRI) sold the assets for its Xepi (ozenoxacin) cream to Pelthos Therapeutics Inc., and the deal closed on November 6, 2025. The company disclosed the asset purchase agreement in a Form 8-K filed November 7, 2025. The maximum price is $10,000,000, but only $3,000,000 was paid at closing.
The price and its conditions
The 8-K lays out the payments. Biofrontera received $3,000,000 in cash at closing. A further $1,000,000 is due within 30 days after commercial quantities of the product become available, subject to the agreement's terms. The rest is an earnout. Biofrontera is to receive $3,000,000 upon the initial achievement of $10,000,000 in annual net sales of the product, and another $3,000,000 upon the initial achievement of $15,000,000 in annual net sales.
The earnout is the least certain part of the price. The company's annual report filed March 20, 2025 said Biofrontera had no Xepi sales during 2024 and generated only limited revenue in 2023, which it blamed on third-party manufacturing delays. The report said Ferrer, the product's manufacturer, was qualifying a new contract manufacturer. The 8-K does not say whether Xepi sales have reached either sales threshold.
The company's press release describes the thresholds as annual net revenues for Xepi, while the 8-K uses annual net sales. The release also describes the sales milestones as measured in the United States, Puerto Rico and the U.S. Virgin Islands.
A consultant tied to the chief executive
Concurrent with closing, Pelthos is to enter into a consulting services agreement with a consultant who has prior working experience with Xepi. The 8-K says the consultant is the spouse of Dr. Hermann Luebbert, Biofrontera's chairman and chief executive officer. The $1,000,000 payment is conditioned in part on the consultant performing her material obligations under that agreement, to the reasonable satisfaction of the purchaser acting in good faith.
Biofrontera has agreed to indemnify Pelthos and certain related parties for any material breach of the consultant's obligations. That indemnity runs until commercial quantities are achieved or the consulting agreement ends, whichever comes first.
Who buys and what else changes hands
The 8-K describes Pelthos as an unaffiliated party. The asset purchase agreement, filed as Exhibit 2.1, is dated November 6, 2025. Its recitals say Pelthos has entered into a License and Supply Agreement with Ferrer Internacional, S.A. and a Supply Agreement with Halo Pharma Inc., both concerning manufacture of the product. Biofrontera also agreed to customary restrictive covenants covering non-competition, non-solicitation and non-disparagement.
The filing does not name a financial adviser or a bank for the sale.
What the company says
Dr. Luebbert said in the press release that the divestiture "further strengthens our balance sheet" after the recent restructuring of the company's agreement with Biofrontera AG. The release says the transaction is expected to fund the company to profitability. It does not give a date for that profitability or an amount of cash needed to reach it.
The release describes proceeds of up to $10 million. Only the $3,000,000 paid at closing is cash the company has in hand from the deal, and the $1,000,000 payment and the milestones depend on the conditions described above.
About the company and the product
Biofrontera describes itself as a U.S.-based biopharmaceutical company focused on photodynamic therapy. It sells Ameluz with the RhodoLED lamp series for actinic keratosis, a pre-cancerous skin lesion. The annual report said the company decided in the third quarter of 2024 to divest the Xepi product line, that the related intangible asset was held for sale, and that it expected to complete a sale within three to six months. The sale closed in November 2025.
Xepi is approved by the U.S. Food and Drug Administration for impetigo, a common skin infection caused by Staphylococcus aureus or Streptococcus pyogenes. The release says no antibiotic resistance to Xepi is known. Chief Financial Officer E. Fred Leffler III signed the 8-K.