Biofrontera Inc. announced it has entered into private exchange agreements with certain holders of options to acquire ordinary shares of Biofrontera AG (the “AG Options”) in exchange for 3,148,042 newly issued shares of Biofrontera Inc. common stock.
The AG Options represent the right to acquire 2,623,365 ordinary shares of Biofrontera AG held by the shareholders, or approximately 4.63% of Biofrontera AG’s outstanding ordinary shares, representing an exchange ratio of roughly 1.2 ordinary shares of Biofrontera Inc. for each option representing one Biofrontera AG share. As a result of this transaction, Biofrontera AG’s shareholding in Biofrontera Inc. was reduced to 29.96%, further strengthening the independence of Biofrontera Inc. from its former parent company.
The AG Options are immediately exercisable at no additional cost and the exercise period ends on November 30, 2022. The private exchange agreements provide that Biofrontera Inc. will use reasonable best efforts to file a registration statement with the U.S. Securities and Exchange Commission (SEC) registering the shares for resale.
“This transaction represents a major milestone in the strategic positioning of Biofrontera Inc. We strive to distinguish ourselves as an independent U.S. based biopharmaceutical company, exclusively serving the world’s largest dermatology market,” stated Erica Monaco, Chief Executive Officer of Biofrontera Inc. “The agreements will further strengthen our position and realize our full commercial potential in this fast-growing market.”
“At the same time, the transaction underscores the strength of our relationship with our former parent company Biofrontera AG. As the key driver of Biofrontera AG’s products’ sales growth and their largest source of revenue, we will continue to work together closely,” she added. “This will enable us to support our mutually beneficial interests, especially in the areas of intellectual property, manufacturing, regulatory affairs and clinical trials. The clinical work currently underway at Biofrontera AG is focused on the U.S. market, is supported by Biofrontera Inc.’s medical team and is fully financed through our transfer price payments for Ameluz. These trials are intended to expand the Ameluz® label and, in turn, increase its commercial potential in the USA, including the potential to enter such large markets as the treatment of acne.”