Biofrontera Inc

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT

PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

BIOFRONTERA INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):

120 Presidential Way, Suite 330

Woburn, Massachusetts 01801

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on April 24, 2024

Dear Stockholder of Biofrontera Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Special Meeting”) of Biofrontera Inc., a Delaware corporation (the “Company”), will be held on April 24, 2024, at 10:00 AM, Eastern Time and will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. There will not be a physical location for the Special Meeting.

You will be able to attend the Special Meeting virtually and to vote and submit questions prior to and during the virtual Special Meeting by visiting meetnow.global/M4ZZN6D and entering the 16-digit control number provided in these proxy materials.

We are holding the Special Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

The matters listed in this notice of meeting are described in detail in the accompanying proxy statement. The Board of Directors has fixed the close of business on March 18, 2024 as the record date (the “Record Date”) for determining those stockholders who are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement of the Special Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary, or you may also virtually attend the Special Meeting and vote online during the Special Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 24, 2024: THE COMPANY’S PROXY MATERIALS AND ANNUAL REPORT ARE AVAILABLE AT http://www.edocumentview.com/BFRI.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY STATEMENT. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU.

On behalf of the Board of Directors and the employees of Biofrontera Inc. we thank you for your continued support.

March 20, 2024

120 Presidential Way, Suite 330

Woburn, Massachusetts 01801

PROXY STATEMENT

For the Special Meeting of Stockholders to be held on April 24, 2024

The Company is providing this Proxy Statement in connection with the solicitation by its Board of Directors (the “Board of Directors”) of proxies to be voted at the Special Meeting to be held on April 24, 2024, at 10:00 AM, Eastern Time, solely over the Internet in a virtual-only format, and any adjournment or postponement thereof.

Only stockholders as of March 18, 2024 (the “Record Date”) may attend the Special Meeting. At the close of business on the Record Date, we had 5,089,413 shares of our common stock, par value $0.001 per share (our “Common Stock”) outstanding, entitled to cast one vote per share, and 4,806 shares of our Series B-1 Convertible Preferred Stock (the “Preferred Stock”) outstanding, representing 28,191 votes entitled to be cast at the Special Meeting. We made our proxy materials available to stockholders via the Internet or in printed form on or about March 27, 2024. Our proxy materials include the Notice of the Special Meeting, this Proxy Statement and the proxy card. These proxy materials, other than the proxy card, which is available with the printed materials, can be accessed at http://www.edocumentview.com/BFRI.

You are invited to attend the Special Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The matters to be acted on are stated in the accompanying Notice of Special Meeting of Stockholders. The proxy materials, including this Proxy Statement, are being distributed and made available on or about March 27, 2024.

TABLE OF CONTENTS

Appendix A – Form of Increase to Authorized Common Stock Amendment