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Biofrontera Inc. (NASDAQ:BFRI), a healthcare company with a market capitalization of $12 million and annual revenues of $39 million, announced Friday it has completed the acquisition of all United States rights to Ameluz and RhodoLED from its former parent company Biofrontera AG and its subsidiaries. According to InvestingPro data, the company currently holds more cash than debt on its balance sheet, though it’s quickly burning through cash reserves. The transaction was finalized under an Asset Purchase Agreement and an Earnout Agreement executed on Monday.
Under the terms of the agreements, Biofrontera will pay a monthly earnout fee based on US revenues from Ameluz. The company will pay 12% of US revenues in years when net sales are $65 million or less, and 15% in years when US net sales exceed $65 million. This arrangement replaces a previous transfer pricing model under a terminated license and supply agreement. With revenue growth of 11.2% in the last twelve months and a gross profit margin of 59%, InvestingPro analysis suggests the company is trading at a low revenue valuation multiple.
In connection with the transaction, Biofrontera closed the second tranche of a private placement of Series C Convertible Preferred Stock. The company issued 2,500 Series C Preferred Shares at $1,000 per share, raising gross proceeds of $2.5 million before expenses. The offering was made to accredited investors and was not registered under the Securities Act, relying on exemptions for private offerings.
Each share of Series C Preferred Stock is immediately convertible, subject to certain limitations, into common stock at a conversion price based on the original share price divided by 0.6249, rounded down to the nearest whole share. Biofrontera intends to use the proceeds from the offering to fund acquisition and transfer costs related to the strategic transaction and for general corporate purposes.
As a result of the transaction and the offering, Biofrontera stated that it believes its stockholders’ equity now exceeds $5 million, which is above the minimum requirement for continued listing on The Nasdaq Stock Market under Listing Rule 5550(b)(1). Nasdaq will continue to monitor the company’s compliance with this requirement.
This summary is based on a statement and disclosures made in a press release and SEC filing by Biofrontera Inc.
In other recent news, Biofrontera Inc. reported a 15.4% increase in total revenues for the second quarter of 2025 compared to the same period last year, although the company experienced a net loss of $5.3 million. The company has also acquired full U.S. rights to its photodynamic therapy products, Ameluz and RhodoLED, from its former parent company, Biofrontera AG. This acquisition includes the New Drug Application, manufacturing rights, and intellectual property, with Biofrontera agreeing to pay a reduced earnout on U.S. net sales. In a special meeting, Biofrontera stockholders approved proposals for a reverse stock split and preferred share conversions to maintain compliance with Nasdaq listing requirements.
Additionally, Biofrontera completed a Phase 2b clinical trial for Ameluz in treating moderate to severe acne vulgaris. The trial involved a combination of Ameluz gel and the BF-RhodoLED lamp in a photodynamic therapy approach. Benchmark has reiterated its Buy rating on Biofrontera stock, maintaining a price target of $3.00, while considering potential tariff impacts on the company. Biofrontera sources its Ameluz product from Germany and is working to qualify a second manufacturing organization to address these concerns.
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