UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 28, 2021

Biofrontera Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40943

47-3765675

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

120 Presidential Way, Suite 330

Woburn, Massachusetts

01801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 245-1325

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.001 per share

BFRI

The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $5.00 per share

BFRIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On December 28, 2021, as a result of the most recent exercises of (a) warrants issued in Biofrontera Inc.’s (the “Company”) initial public offering which closed on November 2, 2021 and (b) pre-funded warrants issued to a single institutional investor in a private placement (the “Private Placement”) previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2021, the ownership of the Company’s shares by Biofrontera AG fell below 50% and the Company ceased to qualify as a “controlled company” within the meaning of Nasdaq corporate governance requirements. Accordingly, the Company will comply with the phase-in schedule for Nasdaq’s corporate governance requirements.

As of December 28, 2021, the total number of the Company’s outstanding shares is 17,104,749 and Biofrontera AG holds approximately 47% of the Company’s outstanding shares. Approximately 1,492,394 warrants issued in the initial public offering and 2,857,143 warrants issued in the Private Placement remain unexercised.

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.

December 29, 2021 (Date)		Biofrontera Inc. (Registrant)

		/s/ Erica L. Monaco
		Erica L. Monaco Chief Executive Officer