Biofrontera Inc. restructures relationship with Biofrontera AG

Biofrontera Inc. (BFRI) has acquired all U.S. Rights to Ameluz and RhodoLED from its former parent company Biofrontera AG. An $11M investment led by Rosalind Advisors, Inc. and AIGH Capital Management funded the acquisition and transfer costs. Biofrontera Inc. will now pay a monthly Ameluz royalty of 12% in years where Ameluz revenue in the US is less than $65M, and 15% in years when revenue exceeds that threshold. The new royalty replaces the former transfer pricing model – which required payment of 25% to 35% of the net sales price per tube depending on timing and indication. As part of the agreement, Biofrontera AG will receive a 10% post-money equity stake in Biofrontera Inc., aligning long-term interests between the entities. The transaction marks a significant step in the company’s strategy to strengthen its presence in the U.S. dermatology market. As part of the agreement, the responsibility for the manufacture of Ameluz and the RhodoLED portfolio of lamps for the US market will be transferred to Biofrontera Inc. In addition, all regulatory, quality management, pharmacovigilance, and commercial responsibilities associated with the U.S. market now rest entirely with Biofrontera Inc. A first tranche of $8.5M will be funded in conjunction with the signing of the new royalty agreement. The second tranche of $2.5M will be funded upon finalization of a detailed asset transfer agreement, which is expected by September 30, 2025. The new capital will be provided in the form of preferred shares convertible to common shares at the market price of $0.6249 per share as of the close of business on June 26, 2025.