Biofrontera Inc. Pricing of $15 Million Private Placement Priced At-the-Market Under Nasdaq Rules
November 29 2021 - 9:26AM
Biofrontera, Inc. (Nasdaq: BFRI; BFRIW), today announced today that
it has entered into a securities purchase agreement with a single
institutional investor for the purchase of 2,857,143 shares of its
common stock (or common stock equivalents in lieu thereof) and
warrants to purchase up to an aggregate of 2,857,143 shares of
common stock, in a private placement. The combined purchase price
for one share of common stock (or common stock equivalent) and a
warrant to purchase one share of common stock is $5.25, priced
at-the-market under Nasdaq rules. The warrants have an exercise
price of $5.25 per share, will be immediately exercisable, and will
expire five years from the issuance date.
Roth Capital Partners and The Benchmark Company
are acting as the exclusive placement agents for the private
offering.
The gross proceeds from the private placement
offering are expected to be approximately $15 million. The private
offering is expected to close on or about December 1, 2021, subject
to the satisfaction of customary closing conditions.
The securities described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the "Act") and Regulation D promulgated
thereunder, and have not been registered under the Act or
applicable state securities laws. Accordingly, the securities may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.Under an agreement with the investor, the Company
is required to file an initial registration statement with the
Securities and Exchange Commission covering the resale of the
shares of common stock to be issued to the investors and shares of
common stock underlying the warrants described above within 15
calendar days and to use its best efforts to have the registration
statement declared effective as promptly as practical thereafter,
and in any event no later than 90 days in the event of a "full
review" by the Securities and Exchange Commission.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities nor
will there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
About Biofrontera, Inc.
Biofrontera Inc. is a U.S.-based
biopharmaceutical company commercializing a portfolio of
pharmaceutical products for the treatment of dermatological
conditions with a focus on PDT and topical antibiotics. The
Company’s licensed products are used for the treatment of actinic
keratoses, which are pre-cancerous skin lesions, as well as
impetigo, a bacterial skin infection. For more information, visit
www.biofrontera-us.com.
Forward-Looking Statements
Certain statements in this press release may
constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995, as
amended to date. These statements include, but are not limited to,
statements relating to the expected trading commencement and
closing dates. We have based these forward-looking statements on
our current expectations and projections about future events,
nevertheless, actual results or events could differ materially from
the plans, intentions and expectations disclosed in, or implied by,
the forward-looking statements we make. These risks and
uncertainties, many of which are beyond our control, including, but
not limited to, the impact of extraordinary external events, such
as the current COVID-19 pandemic; any changes in the Company’s
relationship with the Licensor; the outcome of the Company’s
litigation with DUSA Pharmaceuticals, Inc., including the trial
scheduled to begin at the end of November; the Company’s ability to
achieve and sustain profitability; whether the current disruptions
in the supply chain will impact the Company’s ability to obtain and
distribute its licensed products; changes in the practices of
healthcare providers, including any changes to the coverage,
reimbursement and pricing for procedures using the Company’s
licensed products; the uncertainties inherent in the initiation and
conduct of clinical trials; availability and timing of data from
clinical trials; whether results of early clinical trials or trials
in different disease indications will be indicative of the results
of ongoing or future trials; whether results of the studies
described above will be indicative of results for any future
clinical trials and studies of Ameluz® in combination with
BF-RhodoLED®; uncertainties associated with regulatory review of
clinical trials and applications for marketing approvals; whether
the market opportunity for Ameluz® in combination with BF-RhodoLED®
is consistent with the Company’s expectations; whether the Company
will be able to successfully transition to a public company
operating independently of Biofrontera AG; the Company’s ability to
retain and hire key personnel; the sufficiency of cash resources
and need for additional financing and other factors that may be
disclosed in the Company’s filings with the SEC, which can be
obtained on the SEC website at www.sec.gov. Readers are cautioned
not to place undue reliance on the forward-looking statements,
which speak only as of the date on which they are made and reflect
management's current estimates, projections, expectations and
beliefs. The company does not plan to update any such
forward-looking statements and expressly disclaims any duty to
update the information contained in this press release except as
required by law.
Contacts
Biofrontera Inc.Pamela Keck+1 781 486
1539us-ir@biofrontera.com
LHA Investor RelationsTirth Patel+1 212 201
6614tpatel@lhai.com
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