Biofrontera Inc. Announces Private Placement of $4.2 Million Through 10.0% Senior Secured Convertible Notes

Biofrontera Inc. (NASDAQ: BFRI), a Delaware corporation, reported in an 8-K filing with the Securities and Exchange Commission on November 21, 2024, that the Company executed a Securities Purchase Agreement with its principal stockholders for a private placement. This arrangement involved the issuance of $4,200,000 in total principal amount of the Company’s 10.0% Senior Secured Convertible Notes due November 22, 2027 (the “Notes”). The completion of the private placement, referred to as the Private Placement, took place on November 22, 2024, termed the Closing Date.

Under the terms of the Notes, they accrue interest at a rate of 10.0% per annum, with payments scheduled quarterly on January 15, April 15, July 15, and October 15 of each year, starting from January 2025. In case of an Event of Default, as defined in the Notes, the interest will increase to 15% per annum upon notification from the note holders. The maturity date for the Notes is set for November 22, 2027, unless converted or repurchased before that date.

The Notes grant the opportunity for conversion to Common Stock at an initial price of $0.78 per share. Alternatively, if certain conditions are met, the entirety of the note would automatically convert to shares of Common Stock. Notably, the Notes do not include ratchet or other financial antidilution provisions.

To secure these obligations, Biofrontera entered into a Security Agreement with Rosalind Advisors, Inc., acting as the Collateral Agent for the Notes. This Agreement grants a senior security interest in most of the Company’s assets to the Collateral Agent. The Company plans to utilize the proceeds from this Private Placement to support its general operations and strategic investments for continued growth.

The company provided copies of the Purchase Agreement, the Security Agreement, and the form of the Note as Attachments to the filing. These documents are available for reference and offer further insight into the specifics of the Private Placement. The issuance of the securities under this Agreement was conducted under an exemption from registration outlined in the Securities Act of 1933, relying on the accreditation of the investors involved.

Additionally, the created shares under this Agreement are expected to proceed without registration under the Securities Act. The reported maximum shares of Common Stock that may be issued upon conversion of the Notes initially stand at 5,384,615 shares, subject to anti-dilution measures.

This filing represents Biofrontera’s commitment to financial growth and operational sustainability through strategic investments and partnerships, as outlined in the Private Placement agreement.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Biofrontera’s 8K filing here.

About Biofrontera

Biofrontera Inc, a biopharmaceutical company, engages in the commercialization of pharmaceutical products for the treatment of dermatological conditions in the United States. The company's products are used for the treatment of actinic keratoses, which are pre-cancerous skin lesions, as well as impetigo, a bacterial skin infection.