UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 16)*
| Biofrontera
AG |
| (Name of
Issuer) |
| |
Ordinary
Shares, nominal value €1.00 per share
(including
Ordinary Shares represented by American Depository Shares (ADSs) at a ratio of two Ordinary Shares per ADS) |
| (Title
of Class of Securities) |
| |
| 09075G105
** |
| (CUSIP
Number) |
| |
Rolf
Birkert
Member
of the Board
Ziegelhaeuser
Landstrasse 1
69120
Heidelberg
Germany
+49
6221 649 24 – 35 |
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications) |
| |
| December
13, 2021 |
| (Date of
Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
**
The Ordinary Shares have no CUSIP number. The CUSIP number for the ADSs, each representing two Ordinary Shares, is 09075G105.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAMES OF REPORTING PERSONS
Deutsche
Balaton Biotech AG |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
WC (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
16,987,199 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
2,280,847 (1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,987,199
(2) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95%
(3) |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
Consists
of 618,187 shares and 831,330 American depositary shares (“ADSs”) (each representing two shares) held by DBB. |
|
(2) |
Includes
4,084,941 shares held by SPARTA AG (“SP”), 1,200 shares held by Heidelberger Beteiligungsholding AG (“HDBH”),
2,270,181 shares held by Deutsche Balaton Aktiengesellschaft (“DB”) and 8,350,030 shares held by Delphi Unternehmensberatung
Aktiengesellschaft (“DU”) pursuant to the Acting in Concert Agreement described herein. See Item 5, herein. |
|
(3) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
SPARTA
AG |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
WC (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
16,987,199 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
4,084,941 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,987,199
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95%
(2) |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
Includes
618,187 shares and 831,330 ADSs (each representing two shares) held by DBB, 1,200 shares held by HDBH, 2,270,181 shares held by DB
and 8,350,030 shares held by DU pursuant to the Acting in Concert Agreement described herein. See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Heidelberger
Beteiligungsholding AG |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
WC (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
16,987,199 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
1,200 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,987,199
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95%
(2) |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
Includes
618,187 shares and 831,330 ADSs (each representing two shares) held by DBB, 4,084,941 shares held by SP, 2,270,181 shares held by
DB and 8,350,030 shares held by DU pursuant to the Acting in Concert Agreement described herein. See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Ming
Le Sports AG |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
WC (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,000 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
1,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2) |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
Consists
of shares held directly by Ming Le Sports AG (“MLS”). See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Altech
Advanced Materials AG |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
WC (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,000 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
1,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2) |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
Consists
of shares held directly by Altech Advanced Materials AG (“AAM”). See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Deutsche
Balaton Aktiengesellschaft |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
WC, AF, OO (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
16,989,199 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
8,639,169 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,989,199
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95% (2) |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
Includes
618,187 shares and 831,330 ADSs (each representing two shares) held by DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH
and 8,350,030 shares held by DU pursuant to the Acting in Concert Agreement described herein. Also includes 1,000 shares held MLS
and 1,000 shares held by AAM, as to which DB disclaims beneficial ownership. DB owns a majority interest in each of MLS
and AAM. See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
VV
Beteiligungen Aktiengesellschaft |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
AF
(See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
8,639,169 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
8,639,169 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,639,169
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.2% (2) |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
Consists
of 618,187 shares and 831,330 ADSs (each representing two shares) held by DBB, 4,084,941 shares held by SP, 1,200 shares held by
HDBH, 1,000 shares held by MLS and 1,000 shares held by AAM, as to which VV Beteiligungen Aktiengesellschaft (“VVB”)
disclaims beneficial ownership. VVB owns a majority interest in DB. DB owns a majority interest in each of DBB, SP, HDBH, MLS and
AAM. Also consists of 2,270,181 shares held by DB. VVB owns a majority interest in DB. VVB disclaims beneficial ownership over the
shares of DB that it holds in excess of 45% voting power pursuant to the Non-Domination Agreement described herein. See Item
5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Strawtec
Group AG |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
WC
(See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,000 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
1,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2) |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
Consists
of shares held directly by Strawtec Group AG (“SG”). See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Delphi
Unternehmensberatung Aktiengesellschaft |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☒
(b)
☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
WC,
AF, OO (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
16,990,199 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
16,990,199 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,990,199
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95% (2) |
| 14 |
TYPE OF REPORTING PERSON
OO |
|
(1) |
Includes
618,187 shares and 831,330 ADSs (each representing two shares) held by DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH,
2,270,181 shares held by DB and 8,350,030 shares held by DU pursuant to the Acting in Concert Agreement described herein. Also includes
1,000 shares held by MLS, 1,000 shares held by AAM and 1,000 shares held by SG, as to which DU disclaims beneficial ownership. DU
owns a majority interest in VVB and SG. VVB owns a majority interest in DB. VVB disclaims beneficial ownership over the shares of
DB in excess of 45% of DB’s voting power pursuant to the Non-Domination Agreement described herein. DB owns a majority interest
in each of MLS and AAM. See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Wilhelm
Konrad Thomas Zours |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
AF
(See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
16,990,199 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
16,990,199 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,990,199
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95% (2) |
| 14 |
TYPE OF REPORTING PERSON
IN |
|
(1) |
Consists
of 618,187 shares and 831,330 ADSs (each representing two shares) held by DBB, 4,084,941 shares held by SP, 1,200 shares held by
HDBH, 1,000 shares held by MLS, 1,000 shares held by AAM, 2,270,181 shares held by DB, 1,000 shares held by SG and 8,350,030 shares
held by DU. DB owns a majority interest in each of DBB, SP, HDBH, MLS and AAM. VVB owns a majority interest in DB, but
VVB disclaims beneficial ownership over the shares of DB in excess of 45% of DB’s voting power pursuant to the Non-Domination
Agreement described herein. DU owns a majority interest in VVB and SG. Wilhelm Konrad Thomas Zours, an individual, owns a majority
interest in DU and is the sole member of the boards of management of VVB and DU and therefore has voting and dispositive power over
the shares held by DBB, SP, HDBH, MLS, AAM, DB, SG and DU. Mr. Zours disclaims beneficial ownership of such shares, except to the
extent of his pecuniary interest therein. See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Rolf
Birkert |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
AF
(See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
8,639,169 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
8,639,169 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,639,169
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.2%
(2) |
| 14 |
TYPE OF REPORTING PERSON
IN |
| (1) |
Consists
of 618,187 shares and 831,330 ADSs (each representing two shares) held by DBB, 4,084,941 shares held by SP, 1,200 shares held by
HDBH, 1,000 shares held by MLS, 1,000 shares held by AAM and 2,270,181 shares held by DB. DB owns a majority interest in each of
DBB, SP, HDBH, MLS and AAM. Rolf Birkert, in his capacity as a member of the board of management of DBB and DB, has voting and dispositive
power over the shares held by DBB, SP, HDBH, MLS, AAM and DB. Mr. Birkert disclaims beneficial ownership of the shares held by DBB,
SP, HDBH, MLS, AAM and DB, except to the extent of his pecuniary interest therein. See Item 5, herein. |
| |
|
| (2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
| 1 |
NAMES OF REPORTING PERSONS
Alexander
Link |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
AF
(See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
8,639,169 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
8,639,169 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,639,169
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.2%
(2) |
| 14 |
TYPE OF REPORTING PERSON
IN |
| (1) |
Consists
of 618,187 shares and 831,330 ADSs (each representing two shares) held by DBB, 4,084,941 shares held by SP, 1,200 shares held by
HDBH, 1,000 shares held by MLS, 1,000 shares held by AAM and 2,270,181 shares held by DB. DB owns a majority interest in each of
DBB, SP, HDBH, MLS and AAM. Alexander Link, in his capacity as a member of the board of management of DB, has voting and dispositive
power over the shares held by DBB, SP, HDBH, MLS, AAM and DB. Mr. Link disclaims beneficial ownership of the shares held by DBB,
SP, HDBH, MLS, AAM and DB, except to the extent of his pecuniary interest therein. See Item 5, herein. |
| |
|
| (2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
| 1 |
NAMES OF REPORTING PERSONS
Hansjörg
Plaggemars |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
AF (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
2,000 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
2,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2) |
| 14 |
TYPE OF REPORTING PERSON
IN |
|
(1) |
Consists
of 1,000 shares held by AAM and 1,000 shares held by SG. Hansjörg Plaggemars, in his capacity as a member of the boards of management
of SG and AAM, has voting and dispositive power over the shares held by SG and AAM. Mr. Plaggemars disclaims beneficial ownership
of the shares held by SG and AAM, except to the extent of his pecuniary interest therein. See Item 5, herein. Does not include
3,500 shares owned by Mr. Plaggemars’s wife and held in her personal account, as to which Mr. Plaggemars disclaims beneficial
ownership. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Ralph
Bieneck |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
AF (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,200 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
1,200 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2) |
| 14 |
TYPE OF REPORTING PERSON
IN |
|
(1) |
Consists
of 1,200 shares held by HDBH. Ralph Bieneck, in his capacity as a member of the board of management of HDBH, has voting and dispositive
power over the shares held by HDBH. Mr. Bieneck disclaims beneficial ownership of the shares HDBH, except to the extent of his pecuniary
interest therein. See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Philipp
Wiedmann |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
AF (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
4,084,941 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
4,084,941 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,084,941
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.2% (2) |
| 14 |
TYPE OF REPORTING PERSON
IN |
|
(1) |
Consists
of 4,084,941 shares held by SP. Philipp Wiedmann, in his capacity as a member of the board of management of SP, has voting and dispositive
power over the shares held by SP. Mr. Wiedmann disclaims beneficial ownership of the shares SP, except to the extent of his pecuniary
interest therein. See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
| 1 |
NAMES OF REPORTING PERSONS
Andreas
Danner |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☒ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
AF (See Item 3) |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
1,000 |
| 9 |
SOLE DISPOSITIVE POWER
0 |
| 10 |
SHARED DISPOSITIVE POWER
1,000 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
(1) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2) |
| 14 |
TYPE OF REPORTING PERSON
IN |
|
(1) |
Consists
of 1,000 shares held by MLS. Andreas Danner, in his capacity as a member of the board of management of MLS, has voting and dispositive
power over the shares held by MLS. Mr. Danner disclaims beneficial ownership of the shares MLS, except to the extent of his pecuniary
interest therein. See Item 5, herein. |
|
(2) |
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November 18, 2021. |
Item
1. Security and Issuer
This
statement on Schedule 13D, as amended (the “Schedule 13D”) relates to the ordinary shares, nominal value €1.00 per share
(the “Ordinary Shares”), of Biofrontera AG (the “Issuer”). The principal executive offices of the Issuer are
located at Hemmelrather Weg 201, D-51377 Leverkusen, Germany.
Item
2. Identity and Background
| |
(a) |
This Schedule
13D is being filed by Deutsche Balaton Biotech AG (“DBB”), SPARTA AG (“SP”), Heidelberger Beteiligungsholding
AG (“HDBH”), Ming Le Sports AG (“MLS”), Altech Advanced Materials AG (“AAM”), Deutsche Balaton
Aktiengesellschaft (“DB”), VV Beteiligungen Aktiengesellschaft (“VVB”), Strawtec Group AG (“SG”),
Delphi Unternehmensberatung Aktiengesellschaft (“DU”), Wilhelm Konrad Thomas Zours, Rolf Birkert, Alexander Link, Hansjörg
Plaggemars, Ralph Bieneck, Philipp Wiedmann and Andreas Danner, which are collectively referred to as the “Reporting Persons”.
DBB, SP, HDBH, MLS, AAM, DB, VVB, SG and DU are collectively referred to as the “Reporting Entities”,
Messrs. Zours, Birkert, Link, Plaggemars, Bieneck, Wiedmann and Danner are collectively referred to as the “Reporting Individuals”,
and DBB, SP, HDBH, DB and DU are collectively referred to as the “Pool Members”. |
| |
(b) |
The address
of the principal business office of each Reporting Entity (other than AAM) and each Scheduled Person (as defined below) is Ziegelhäuser
Landstrasse 1, Heidelberg, Germany, 69120. The address of the principal business office of AAM is Ziegelhäuser Landstrasse 3,
Heidelberg, Germany, 69120. |
| |
(c) |
The principal
business of each of Reporting Entity (other than MLS, SG and DU) is to hold and dispose of equity and equity-related investments.
The principal business activities of MLS are the manufacturing, sale and distribution of shoes, clothes, accessories and sporting
goods, research and development related to these products and holding and disposing of equity and equity-related investments. The
principal business activities of SG are developing, trading, manufacturing and renting machines for the production of building materials,
developing, distributing and producing building materials and holding and disposing of equity and equity-related investments. The
principal business of DU is to provide consulting services and to hold and dispose of equity and equity-related investments. DB owns
a majority interest in each of DBB, SP, HDBH, MLS and AAM; VVB owns a majority interest in DB; and DU owns a majority interest in
VVB and SG. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the boards of management
of VVB and DU. Rolf Birkert is a member of the board of management of DBB and DB. Alexander Link is a member of the board of management
of DB. Ralph Bieneck is a member of the board of management of HDBH. Philipp Wiedmann is a member of the board of management of SP.
Andreas Danner is a member of the board of management of MLS. Hansjörg Plaggemars is a member of the boards of management of
SG and AAM. |
| |
(d) |
–
(e) During the past five years, none of the Reporting Persons or Scheduled Persons has been, and to their respective knowledge, none
of the Scheduled Persons has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws. |
| |
(f) |
The Reporting
Entities are each organized under the laws of Germany. Each of the Reporting Individuals (other than Mr. Plaggemars) are citizens
of Germany. Mr. Plaggemars is a citizen of the United States. |
The
name, present business address, present principal occupation, and place of citizenship of the member(s) of the Board of Management of
each of the Reporting Entities is set forth on Schedule 1 (collectively, the “Scheduled Persons,” and each a “Scheduled
Person”), and is incorporated herein by reference.
Item
3. Source and Amount of Funds or Other Consideration
The Reporting
Persons have invested in the Issuer as follows:
| DBB |
|
€2,491,361
(including brokerage commissions to the extent known) in the Ordinary Shares and €10,637,475 (including brokerage commissions)
in American depositary shares (“ADSs”) of the Issuer |
| SP |
|
€24,413,057
(including brokerage commissions to the extent known) in the Ordinary Shares of the Issuer |
| HDBH |
|
€5,300
(including brokerage commissions) in the Ordinary Shares of the Issuer |
| MLS |
|
€7,948
(including brokerage commissions) in the Ordinary Shares of the Issuer |
| AAM |
|
€7,950
(including brokerage commissions) in the Ordinary Shares of the Issuer |
| DB |
|
€7,280,816
(including brokerage commissions) in the Ordinary Shares of the Issuer (1) |
| SG |
|
€7,955
(including brokerage commissions) in the Ordinary Shares of the Issuer |
| DU |
|
€44,031,996
(excluding brokerage commissions) in the Ordinary Shares of the Issuer |
(1)
Includes €724,107 (including brokerage commissions to the extent known) invested by ABC Beteiligungen Aktiengesellschaft (“ABC”)
prior to its merger with and into DB. See Item 5.
Neither
VVB nor any of the Reporting Individuals own shares in their individual capacity.
In
the case of the Reporting Entities set forth in the table above (other than DU), the source of such funds was the general working capital
of each such purchaser (or their legal predecessors) respectively. In the case of DU, the source of such funds was the general working
capital of DU, including proceeds from a private placement of the convertible bonds.
Item
4. Purpose of Transaction
The
purpose of the transactions in securities described in this Schedule 13D is investment.
The
Reporting Persons, in the aggregate, own approximately 29.95% of the outstanding shares of the Issuer and do not intend to own 30% or
more of the outstanding shares of the Issuer. Subject to the foregoing limitation, the Reporting Entities (other than the Reporting Individuals
and VVB) currently intend to acquire additional voting securities of the Issuer, or instruments convertible into voting securities of
the Issuer, to the extent possible at reasonable prices in order to maintain their current ownership positions. Any such acquisitions
may be effected through open market purchases, block trades, privately-negotiated transactions, subscriptions made pursuant to rights
offerings by the Issuer, or otherwise (including the exercise of any options or other securities exercisable for, or convertible into,
any such securities of the Issuer). Furthermore, the Reporting Persons may engage in the transactions concerning the securities of the
Issuer with other Reporting Persons. The Reporting Individuals and VVB do not intend to acquire securities of the Issuer. The Reporting
Persons (other than the Reporting Individuals and VVB) may also dispose of voting securities of the Issuer from time to time. Any such
dispositions may be effected through open market sales, block trades, privately-negotiated transactions, or otherwise.
On
July 6, 2021, the Issuer announced that its US-subsidiary Biofrontera Inc. intends to raise capital by means of an initial public offering
and a stock exchange listing in the United States (“IPO”).
On
September 19, 2021, the Pool Members and ABC requested to call a general shareholders meeting of the Issuer with regard to the intended
IPO of Biofrontera Inc. and proposed to elect a special auditor concerning the circumstances of the IPO. On October 5, 2021, the Pool
Members and ABC applied for authorization by the local court of Cologne to call a general shareholders meeting of the Issuer and also
to authorize the Pool Members and ABC to publish and therewith put such proposals to the agenda of the next shareholders meeting of the
Issuer. The application was rejected by the local court of Cologne on December 2, 2021.
On
October 13, 2021, the Pool Members and ABC applied for calling a general meeting and an amendment to the agenda of the next shareholders
meeting of the Issuer and proposed to vote against the IPO of Biofrontera Inc. and to elect a special auditor regarding the circumstances
of the intended IPO.
On
November 2, 2021, the Issuer announced that at the closing of the IPO, Biofrontera Inc. placed 3,600,000 Units consisting of (i) one
share of Biofrontera Inc. common stock and (ii) one warrant entitling the holder to purchase one additional share of Biofrontera Inc.
common stock at an exercise price of $5.00. The underwriters exercised in full their option to purchase up to an additional 540,000 warrants
to cover over-allotments. Each warrant expires five years after the date of issuance. The gross proceeds to Biofrontera Inc. from the
offering, before deducting the underwriting discounts and commissions and offering expenses, amounted to approximately $18,000,000.
On
November 19, 2021, the Issuer announced the results of the mediation proceedings with Mr. Wilhelm K. T. Zours and DB. In the course of
the mediation process, an agreement (the “Settlement Agreement”) was entered among each of the Reporting Entities, ABC, Maruho
Deutschland GmbH (“Maruho”), Mr. Zours and the Issuer. Pursuant to the Settlement Agreement, (i) the Reporting Entities,
ABC and Maruho agreed to vote in favor of the election of the following candidates in the upcoming Annual General Meeting: Dr. Heikki
Lanckriet; Dr. Helge Lubenow; Mrs. Prof. Franca Ruhwedel; Mr. Karlheinz Schmelig; Dr. Jörgen Tielmann; and Mr. Wilhelm K. T. Zours,
and (ii) the Issuer, DB, DU and ABC agreed to withdraw outstanding lawsuits. Mr. Zours declared his willingness to stand for election
as Chairman of the Supervisory Board. The Settlement Agreement also provides that the authorized capital resolved by the Annual General
Meeting of the Issuer on May 24, 2017 under agenda item 6, which is the subject of a pending action for rescission, and which would in
any case be limited until May 23, 2022, is not to be used even after the withdrawal of the action. The Settlement Agreement does not
include a review regarding the background of the IPO of Biofrontera Inc. The terms of the Settlement Agreement were subject to the condition
precedent that the aforementioned candidates are elected to the Supervisory Board of the Issuer by no later than December 31, 2021.
In
order to ensure that the Issuer will be able to raise further capital in the future, on November 26, 2021 DB submitted with the Issuer
an amendment to the agenda of the annual general meeting to be held on December 14, 2021 with the proposals to adopt authorized capital
and contingent capital. DB proposed a maximum authorized capital of 50% of the current share capital as well as a maximum contingent
capital of 50% of the current share capital, both valid for five years.
On
November 26, 2021, the Pool Members and ABC withdrew the proposal to elect a special auditor regarding the circumstances of the intended
IPO.
On
December 6, 2021, ABC merged with and into DB, with DB continuing as the surviving entity in the merger. The shares in Issuer previously
held by ABC are currently held by DB.
On December 13, 2021, DB filed a new action with the local court of Cologne against the Issuer requesting that
the court confirm that (i) the IPO of Biofrontera Inc. is void, (ii) the placing of shares and options to a private investor in connection
with the IPO of Biofrontera Inc. is void, and (iii) the approvals of the management board and of the supervisory board with respect to
(i) and (ii) are void.
On
December 14, 2021, the Issuer announced that Dr. Heikki Lanckriet, Dr. Helge Lubenow, Mr. Karlheinz Schmelig, Dr. Jörgen Tielmann
and Mr. Wilhelm K. T. Zours were each elected to the Supervisory Board and that Mrs. Prof. Dr. Franca Ruhwedel was re-elected to the
Supervisory Board. Furthermore, at its constituting meeting on December 14, 2021, the Supervisory Board elected Wilhelm K. T. Zours as
Chairman of the Supervisory Board and Dr. Jörgen Tielmann as Vice Chairman of the Supervisory Board. Furthermore, the Issuer announced
that DB’s proposals concerning the maximum authorized capital and maximum contingent capital were rejected.
On
December 16, 2021, DB withdrew the outstanding lawsuits as required by the Settlement Agreement.
On January 12, 2022, the Issuer published a copy
of the Settlement Agreement in the Federal Gazette (Bundesanzeiger).
On February 14, 2022, the Issuer issued a press
release indicating that it decided its ADSs should be delisted from the Nasdaq Capital Market (“Nasdaq”) and its reporting
obligations with the Securities and Exchange Commission (the “SEC”) should be deregistered and terminated. The Issuer also
announced that (i) it intends to maintain an amended ADS program on a Level I basis, which will allow investors to continue to hold their
securities in the form of ADSs and trade the ADSs on the U.S. over-the-counter (OTC) market, (ii) the ADSs will automatically transition
to the new ADS program in connection with the delisting and will be traded under a new ticker to be designated, (iii) the Issuer’s
ordinary shares will continue to trade in the Prime Standard at the Deutsche Börse under the symbol B8F, (iv) holders of ADSs may
choose to exchange their ADSs to holding ordinary shares listed on the Deutsche Börse, and (v) the Issuer plans to submit a Form
25 relating to its ADSs on Nasdaq to the SEC on or about February 24, 2022 to initiate the delisting and expects the delisting to be become
effective not less than ten days later. If the Issuer ceases to have any equity securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended, the Reporting Persons will no longer have any obligation to file (and will cease filing) statements
of beneficial ownership on Schedule 13D with respect to such equity securities.
On February 22, 2022, the Issuer issued a press release announcing that Prof. Dr. Franca Ruhwedel resigned from
her position as a member of the supervisory board with immediate effect for good cause.
Except
as set forth above, the Reporting Persons have no current plans or proposals with respect to (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) any extraordinary corporate transaction,
such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries, (iv) any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change
in the Issuer’s business or corporate structure, (vii) changes to the Issuer’s organizational documents or instruments
corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class
of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (x) any action similar to any of the foregoing.
Item
5. Interest in Securities of the Issuer
| |
(a) |
Of the
aggregate 16,990,199 shares reported in this Schedule 13D (representing 29.95% of the Issuer’s Ordinary Shares), the Reporting
Persons hold as follows: |
| Reporting Person | |
Shares | | |
Beneficial Ownership % | |
| DBB | |
| 2,280,847 | (1) | |
| 29.95 | % |
| SP | |
| 4,084,941 | | |
| 29.95 | % |
| HDBH | |
| 1,200 | | |
| 29.95 | % |
| MLS | |
| 1,000 | | |
| 0.0 | % |
| AAM | |
| 1,000 | | |
| 0.0 | % |
| DB | |
| 2,270,181 | | |
| 29.95 | % |
| VVB | |
| 0 | | |
| 15.2 | % |
| SG | |
| 1,000 | | |
| 0.0 | % |
| DU | |
| 8,350,030 | | |
| 29.95 | % |
| Wilhelm Konrad Thomas Zours | |
| 0 | | |
| 29.95 | % |
| Rolf Birkert | |
| 0 | | |
| 15.2 | % |
| Alexander Link | |
| 0 | | |
| 15.2 | % |
| Hansjörg Plaggemars | |
| 0 | | |
| 0.0 | % |
| Ralph Bieneck | |
| 0 | | |
| 0.0 | % |
| Philipp Wiedmann | |
| 0 | | |
| 0.0 | % |
| Andreas Danner | |
| 0 | | |
| 0.0 | % |
|
(1) |
Consists
of 618,187 shares and 831,330 ADSs (each representing two shares). |
DB
owns a majority interest in each of DBB, SP, HDBH, MLS and AAM, and therefore has voting and dispositive power over the shares held by
DBB, SP, HDBH, MLS and AAM.
VVB
owns a majority interest in DB, and therefore has voting and dispositive power over the shares held by DB.
DU
owns a majority interest in VVB and SG, and therefore has voting and dispositive power over the shares held by VVB and SG.
Wilhelm
Konrad Thomas Zours does not own any shares in his individual capacity. Mr. Zours owns a majority interest in DU and is the sole member
of the boards of management of VVB and DU and therefore has voting and dispositive power over the shares held by the Reporting Entities
(other than VVB, which owns no shares).
Rolf
Birkert does not own any shares in his individual capacity. Mr. Birkert is a member of the boards of management of DBB and DB, and therefore
has voting and dispositive power over the shares held by DBB, SP, HDBH, MLS, AAM and DB.
Alexander
Link does not own any shares in his individual capacity. Mr. Link is a member of the board of management of DB, and therefore has voting
and dispositive power over the shares held by DBB, SP, HDBH, MLS, AAM and DB.
Hansjörg
Plaggemars does not own any shares in his individual capacity. Mr. Plaggemars is as a member of the boards of management of SG and AAM,
and therefore has voting and dispositive power over the shares held by SG and AAM.
Ralph
Bieneck does not own any shares in his individual capacity. Mr. Bieneck is a member of the board of management of HDBH, and therefore
has voting and dispositive power over the shares held by HDBH.
Philipp
Wiedmann does not own any shares in his individual capacity. Mr. Wiedmann is a member of the board of management of SP, and therefore
has voting and dispositive power over the shares held by SP.
Andreas
Danner does not own any shares in his individual capacity. Mr. Danner is a member of the board of management of MLS, and therefore has
voting and dispositive power over the shares held by MLS.
For
the reasons set forth above, each of DB, VVB, DU, Wilhelm Konrad Thomas Zours, Rolf Birkert and Alexander Link may be deemed to have
beneficial ownership with respect to the shares held by DBB, SP, HDBH, MLS and AAM and disclaims beneficial ownership of such shares,
except to the extent of their respective pecuniary interest therein.
For
the reasons set forth above, each of VVB, DU, Wilhelm Konrad Thomas Zours, Rolf Birkert and Alexander Link may be deemed to have beneficial
ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares, except to the extent of their respective
pecuniary interests therein.
For
the reasons set forth above, DU and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares
held by SG and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein.
For
the reasons set forth above, Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by
DU and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
Pursuant
to a non-domination agreement between VVB and DB (the “Non-Domination Agreement”), VVB has agreed that it cannot exercise
voting control (through voting more than 45%, directly or indirectly, of the shares) over DB, and therefore VVB disclaims beneficial
ownership over the shares it holds in excess of 45% voting power.
On
January 28, 2020, each of the Pool Members entered into an acting-in-concert agreement (the “Acting in Concert Agreement”).
Pursuant to the Acting in Concert Agreement, each party agrees to exercise their voting rights (or abstain therefrom) in accordance with
the terms thereof. Therefore, each Pool Member has voting power over the shares held by the other Pool Member.
On
December 6, 2021, ABC merged with and into DB, with DB continuing as the surviving entity in the merger. The shares in Issuer previously
held by ABC are currently held by DB.
All
percentages set forth in this Schedule 13D are based upon 56,717,385 Ordinary Shares outstanding, as reported in the Issuer’s Form
6-K filed on November 18, 2021 and calculated in accordance with Rule 13d-3 under the Exchange Act of 1934, as amended.
| |
(b) |
Number
of shares as to which each Reporting Person has: |
| |
(i) |
Sole power
to vote or to direct the vote of: |
| DBB | |
| 0 | |
| SP | |
| 0 | |
| HDBH | |
| 0 | |
| MLS | |
| 0 | |
| AAM | |
| 0 | |
| DB | |
| 0 | |
| VVB | |
| 0 | |
| SG | |
| 0 | |
| DU | |
| 0 | |
| Wilhelm Konrad Thomas Zours | |
| 0 | |
| Rolf Birkert | |
| 0 | |
| Alexander Link | |
| 0 | |
| Hansjörg Plaggemars | |
| 0 | |
| Ralph Bieneck | |
| 0 | |
| Philipp Wiedmann | |
| 0 | |
| Andreas Danner | |
| 0 | |
| |
(ii) |
Shared
power to vote or to direct the vote of: |
| DBB | |
| 16,987,199 | (1) |
| SP | |
| 16,987,199 | (1) |
| HDBH | |
| 16,987,199 | (1) |
| MLS | |
| 1,000 | |
| AAM | |
| 1,000 | |
| DB | |
| 16,989,199 | (1)(2) |
| VVB | |
| 8,639,169 | (3) |
| SG | |
| 1,000 | |
| DU | |
| 16,990,199 | (1)(4) |
| Wilhelm Konrad Thomas Zours | |
| 16,990,199 | (5) |
| Rolf Birkert | |
| 8,639,169 | (6) |
| Alexander Link | |
| 8,639,169 | (7) |
| Hansjörg Plaggemars | |
| 2,000 | (8) |
| Ralph Bieneck | |
| 1,200 | (9) |
| Philipp Wiedmann | |
| 4,084,941 | (10) |
| Andreas Danner | |
| 1,000 | (11) |
| |
(iii) |
Sole power
to dispose or to direct the disposition of: |
| DBB | |
| 0 | |
| SP | |
| 0 | |
| HDBH | |
| 0 | |
| MLS | |
| 0 | |
| AAM | |
| 0 | |
| DB | |
| 0 | |
| VVB | |
| 0 | |
| SG | |
| 0 | |
| DU | |
| 0 | |
| Wilhelm Konrad Thomas Zours | |
| 0 | |
| Rolf Birkert | |
| 0 | |
| Alexander Link | |
| 0 | |
| Hansjörg Plaggemars | |
| 0 | |
| Ralph Bieneck | |
| 0 | |
| Philipp Wiedmann | |
| 0 | |
| Andreas Danner | |
| 0 | |
| |
(iv) |
Shared
power to dispose or to direct the disposition of: |
| DBB | |
| 2,280,847 | (12) |
| SP | |
| 4,084,941 | |
| HDBH | |
| 1,200 | |
| MLS | |
| 1,000 | |
| AAM | |
| 1,000 | |
| DB | |
| 8,639,169 | (2) |
| VVB | |
| 8,639,169 | (3) |
| SG | |
| 1,000 | |
| DU | |
| 16,990,199 | (4) |
| Wilhelm Konrad Thomas Zours | |
| 16,990,199 | (5) |
| Rolf Birkert | |
| 8,639,169 | (6) |
| Alexander Link | |
| 8,639,169 | (7) |
| Hansjörg Plaggemars | |
| 2,000 | (8) |
| Ralph Bieneck | |
| 1,200 | (9) |
| Philipp Wiedmann | |
| 4,084,941 | (10) |
| Andreas Danner | |
| 1,000 | (11) |
|
(1) |
Pursuant to the Acting
in Concert Agreement, each of the Pool Members agrees to exercise their voting rights (or abstain therefrom) in accordance with the
terms thereof. Includes 618,187 shares and 831,330 ADSs (each representing two shares) held by DBB, 4,084,941 shares held
by SP, 1,200 shares held by HDBH, 2,270,181 shares held by DB and 8,350,030 shares held by DU. |
|
(2) |
Includes 1,000 shares held
by MLS and 1,000 shares held by AAM, as to which DB disclaims beneficial ownership. DB owns a majority interest in each of MLS and
AAM. |
|
(3) |
Includes 618,187 shares
and 831,330 ADSs (each representing two shares) held by DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH, 1,000 shares
held by MLS and 1,000 shares held by AAM, as to which VVB disclaims beneficial ownership. DB owns a majority interest
in each of DBB, SP, HDBH, MLS and AAM. Includes 2,270,181 shares held by DB. VVB disclaims beneficial ownership over the
shares of DB that it holds in excess of 45% voting power pursuant to the Non-Domination Agreement described herein. VVB owns
a majority interest in DB. |
|
(4) |
Includes 1,000 shares held
by MLS, 1,000 shares held by AAM, 2,270,181 shares held by DB and 1,000 shares held by SG, as to which DU disclaims beneficial ownership.
VVB owns a majority interest in DB. VVB disclaims beneficial ownership over the shares of DB that it holds in excess of 45% voting
power pursuant to the Non-Domination Agreement described herein. DU owns a majority interest in VVB and SG. DB owns
a majority interest in each of DBB, SP, HDBH, MLS and AAM. |
|
(5) |
Wilhelm Konrad Thomas Zours,
an individual, owns a majority interest in DU and is the sole member of the boards of management of VVB and DU and therefore has
voting and dispositive power over the shares held by DBB, SP, HDBH, MLS, AAM, DB, SG and DU. |
|
(6) |
Rolf Birkert, in his capacity
as a member of the boards of management of DB and DBB, has voting and dispositive power over the shares held by DBB, SP, HDBH, MLS,
AAM and DB. |
| (7) |
Alexander Link, in his
capacity as a member of the board of management of DB, has voting and dispositive power over the shares held by DBB, SP, HDBH, MLS,
AAM and DB. |
|
(8) |
Hansjörg Plaggemars,
in his capacity as a member of the boards of management of SG and AAM, has voting and dispositive power over the shares held by SG
and AAM. |
|
(9) |
Ralph Bieneck, in his capacity
as a member of the board of management of HDBH, has voting and dispositive power over the shares held by HDBH. |
| (10) |
Philipp Wiedmann, in his
capacity as a member of the board of management of SP, has voting and dispositive power over the shares held by SP. |
|
(11) |
Andreas Danner, in his
capacity as a member of the board of management of MLS, has voting and dispositive power over the shares held by MLS. |
|
(12) |
Consists of 618,187 shares
and 831,330 ADSs (each representing two shares) held by DBB. |
| |
(c) |
During
the past 60 days, the Reporting Persons have conducted transactions in the shares as reflected on Schedule 2. |
(d)
– (e) Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The
description of the Settlement Agreement set forth in Item 4 is incorporated into this Item 6 by reference.
Item
7. Material to Be Filed as Exhibits
| 99.1 |
|
Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Amendment No. 15 to Schedule 13D, filed by the Reporting Persons with respect to Biofrontera AG on December 21, 2021). |
| 99.2 |
|
Acting in Concert Agreement,
dated January 28, 2019, by and among ABC Beteiligungen Aktiengesellschaft, Deutsche Balaton Biotech AG, Prisma Equity AG, SPARTA
AG, Heidelberger Beteiligungsholding AG, Deutsche Balaton Aktiengesellschaft and Delphi Unternehmensberatung Aktiengesellschaft (English
translation) (incorporated by reference to Exhibit 99.3 to Amendment No. 9 to Schedule 13D, filed by the Reporting Persons with respect
to Biofrontera AG on February 3, 2020). |
| 99.3 |
|
Power of Attorney (incorporated by reference to Exhibit 99.4 to Amendment No. 9 to Schedule 13D, filed by the Reporting Persons with respect to Biofrontera AG on February 3, 2020). |
| 99.4 |
|
Agreement About the Settlement of Litigations, dated November 19, 2021, by and among Biofrontera AG, Mr. Wilhelm K. T. Zours, Deutsche Balaton AG, Delphi Unternehmensberatung AG, VV Beteiligungen AG, ABC Beteiligungen Aktiengesellschaft, Deutsche Balaton Biotech AG, SPARTA AG, Strawtec Group AG, Heidelberger Beteiligungsholding AG, Altech Advanced Materials AG, Ming Le Sports AG and Maruho Deutschland GmbH (English translation) (incorporated by reference to Exhibit 99.4 to Amendment No. 15 to Schedule 13D, filed by the Reporting Persons with respect to Biofrontera AG on December 21, 2021). |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 25, 2022
| |
DEUTSCHE BALATON BIOTECH AG |
| |
|
|
| |
By: |
/s/ Rolf Birkert |
| |
|
Rolf Birkert |
| |
|
|
| |
SPARTA AG |
| |
|
|
| |
By: |
/s/ Philipp Wiedmann |
| |
|
Philipp Wiedmann |
| |
|
|
| |
HEIDELBERGER BETEILIGUNGSHOLDING AG |
| |
|
|
| |
By: |
/s/ Ralph Bieneck |
| |
|
Ralph Bieneck |
| |
|
|
| |
MING LE SPORTS AG |
| |
|
|
| |
By: |
/s/ Andreas Danner |
| |
|
Andreas Danner |
| |
|
|
| |
ALTECH ADVANCED MATERIALS AG |
| |
|
|
| |
By: |
/s/ Hansjörg Plaggemars |
| |
|
Hansjörg Plaggemars |
| |
|
|
| |
DEUTSCHE BALATON AKTIENGESELLSCHAFT |
| |
|
|
| |
By: |
/s/ Rolf Birkert |
| |
|
Rolf Birkert |
| |
VV BETEILIGUNGEN AKTIENGESELLSCHAFT |
| |
|
|
| |
By: |
* |
| |
|
Wilhelm Konrad Thomas Zours |
| |
|
|
| |
STRAWTEC GROUP AG |
| |
|
|
| |
By: |
/s/ Hansjörg
Plaggemars |
| |
|
Hansjörg Plaggemars |
| |
|
|
| |
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT |
| |
|
|
| |
By: |
* |
| |
|
Wilhelm Konrad Thomas Zours |
| |
|
| |
Hansjörg
Plaggemars |
| |
|
| |
/s/ Hansjörg Plaggemars |
| |
|
|
| |
RALPH BIENECK |
| |
|
| |
/s/ Ralph Bieneck |
| |
|
|
| |
PHILIPP WIEDMANN |
| |
|
| |
/s/ Philipp Wiedmann |
| |
|
|
| |
ANDREAS DANNER |
| |
|
| |
/s/ Andreas Danner |
| |
|
|
| |
ROLF BIRKERT |
| |
|
| |
/s/ Rolf Birkert |
| |
ALEXANDER
LINK
|
| |
|
| |
/s/
Alexander Link |
| |
|
| |
WILHELM KONRAD THOMAS ZOURS |
| |
|
|
| |
* |
| * By: |
/s/ Philipp Wiedmann |
|
| |
Name: |
Philipp Wiedmann |
|
| |
Title: |
Attorney-in-fact |
|
Schedule
1
Members
of Management of the Reporting Persons
The
sole member of the Board of Management of DBB is Rolf Birkert. The members of the Board of Management of SP are Eva Katheder and Philipp
Wiedmann. The sole member of the Board of Management of HDBH is Ralph Bieneck. The sole member of the Board of Management of each of
SG and AAM is Hansjörg Plaggemars. The sole member of the Board of Management of MLS is Andreas Danner. The members of the Board
of Management of DB are Rolf Birkert and Alexander Link. The sole member of the Board of Management of each of VVB and DU is Wilhelm
Konrad Thomas Zours.
The
following table sets forth the name, present occupation or employment and citizenship of each such person.
| Name |
|
Present
Business Address |
|
Present
Occupation |
|
Citizenship |
| Rolf Birkert |
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany |
|
Member of the Board of DB |
|
Germany |
| Alexander Link |
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany |
|
Member of the Board of DB |
|
Germany |
| Eva Katheder |
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany |
|
Member of the Board of SP |
|
Germany |
| Philipp Wiedmann |
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany |
|
Member of the Board of SP |
|
Germany |
| Hansjörg Plaggemars |
|
Ziegelhaeuser Landstrasse 3,
69120 Heidelberg, Germany |
|
Member of the Board of AAM |
|
United States |
| Ralph Bieneck |
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany |
|
Sole Member of the Board of HDBH |
|
Germany |
| Andreas Danner |
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany |
|
Sole Member of the Board of MLS |
|
Germany |
| Wilhelm Konrad Thomas Zours |
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany |
|
Sole Member of the Board of DU |
|
Germany |
Schedule
2
None.
29
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