Biofrontera Inc.

For the period ended Aug 5, 2025. Filed Aug 5, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 5, 2025 · Filed Aug 5, 2025

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BFRI$0.83+2.5%Stored close · as of Nov 6, 2026

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DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to Section 240.14a-12

(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):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

120 Presidential Way, Suite 330

Woburn, Massachusetts 01801

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on September 16, 2025

Dear Stockholder of Biofrontera Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Meeting”) of Biofrontera Inc., a Delaware corporation (the “Company”), will be held on September 16, 2025, at 10:00 a.m., Eastern Time. The meeting will be completely virtual and will be conducted solely online via live webcast. There will not be a physical location for the Meeting.

You will be able to attend the Meeting virtually and to vote and submit questions prior to and during the Meeting by visiting https://meetnow.global/MC7JQGV and entering the 16-digit control number provided in the Notice of Internet Availability of Proxy Materials (or proxy card, if you requested and received a physical copy of the proxy materials).

At the Meeting, stockholders will be asked to vote on the following matters:

(1)	to approve an amendment to our Amended and Restated Certificate of Incorporation, as amended, to (i) if deemed necessary by our Board of Directors to maintain or regain compliance with the minimum closing bid price requirement for continued listing on Nasdaq, effect a reverse split of the Company’s common stock at a ratio of not less than 1-for-3 and not greater than 1-for-8, with the exact ratio to be set within that range at the discretion of our Board of Directors, without further approval or authorization of our stockholders, prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Meeting, and (ii) if and when the reverse stock split is effected, to decrease the number of authorized shares of our common stock in the same ratio as is selected for the reverse stock split (the “Reverse Split Proposal”);
(2)	to approve the issuance of shares of common stock in connection with the conversion of shares of Series C Preferred Stock, and the elimination of limitations on the voting of Series C Preferred Stock (the “Series C Proposal”);
(3)	to approve the issuance of shares of common stock in connection with the conversion of shares of Series D Preferred Stock, and the elimination of limitations on the voting of Series D Preferred Stock (the “Series D Proposal”);
(4)	to adjourn the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and voting of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Split Proposal, the Series C Proposal, or the Series D Proposal (the “Adjournment Proposal”); and
(5)	such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The matters listed above are described in detail in the accompanying Proxy Statement. The Board of Directors has fixed the close of business on July 18, 2025 as the record date for determining the stockholders who are entitled to notice of and to vote at the Meeting or any adjournments or postponements. The list of stockholders of record as of the record date will be made available for inspection at the Meeting and will also be available for inspection during the ten days preceding the Meeting at the Company’s offices located at 120 Presidential Way, Suite 330, Woburn, Massachusetts 01801. We are distributing proxy materials online rather than mailing printed copies, as it allows us to expedite delivery to our stockholders through a lower cost, more environmentally responsible method. You will not receive printed copies unless you request them by following the instructions contained in the Notice of Internet Availability of Proxy Materials that you previously received.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROVIDE TO US YOUR VOTING INSTRUCTIONS IN ONE OF THE FOLLOWING WAYS AS PROMPTLY AS POSSIBLE:

By internet or telephone. To vote your shares via the internet, go to www.investorvote.com/BFRI-SPC to complete an electronic proxy card. If you vote by telephone, call 1-800-652-8683 in the United States, U.S. territories and Canada and follow the instructions. You will be asked to provide the Company number and 16-digit control number from the Notice of Internet Availability of Proxy Materials (or proxy card, if you requested and received a physical copy of the proxy materials).

By mail. If you requested and received a paper copy of a proxy card by mail, you may vote by mail. To have your shares voted using the proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided.

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

Prof. Hermann Luebbert, Ph.D.	E. Fred Leffler, III
Chief Executive Officer & Chairman	Chief Financial Officer

August 5, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 16, 2025: THE COMPANY’S PROXY MATERIALS ARE AVAILABLE AT

http://www.edocumentview.com/BFRI-SPC.

120 Presidential Way, Suite 330

Woburn, Massachusetts 01801

PROXY STATEMENT

For the Special Meeting of Stockholders to be held on September 16, 2025

The Company is providing this Proxy Statement in connection with the solicitation by its Board of Directors of proxies to be voted at the Special Meeting (the “Meeting”), to be held on September 16, 2025, at 10:00 a.m., Eastern Time, in a virtual-only format, and any adjournments or postponements.

Only stockholders as of the record date of July 18, 2025 may attend the Meeting. At the close of business on the record date, we had outstanding 10,138,567 shares of our common stock, par value $0.001 per share (the “Common Stock”), and 20,753 shares of our preferred stock, par value $0.001 per share (the “Preferred Stock”). We made our proxy materials available to stockholders on or about August 6, 2025. 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 only with the printed materials, can be accessed at http://www.edocumentview.com/BFRI-SPC.

You are invited to attend the Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Meeting to vote your shares. Instead, you may simply follow the instructions below to vote. The matters to be acted on are stated in the accompanying Notice of Special Meeting of Stockholders. The Board of Directors knows of no other business that will come before the Meeting.

TABLE OF CONTENTS

Appendix A – Form of Reverse Split Amendment
QUESTIONS AND ANSWERS	1
PROPOSAL NO. 1 –REVERSE STOCK SPLIT PROPOSAL	9
PROPOSAL NO. 2 –SERIES C PROPOSAL	14
PROPOSAL NO. 3 –SERIES D PROPOSAL	17
PROPOSAL NO. 4 –ADJOURNMENT PROPOSAL	19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20
OTHER MATTERS	21
Appendix B - Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Preferred Stock, dated as of June 30, 2025
Appendix C - Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock, dated as of June 30, 2025

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