Biofrontera Inc. Announces Closing of $15 Million Private Placement
December 01 2021 - 7:05PM
Biofrontera
Inc. (Nasdaq: BFRI; BFRIW) (the
“Company”), a biopharmaceutical company specializing in the
commercialization of dermatological products, today announced the
closing of a private placement 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. The combined
purchase price for one share of common stock (or common stock
equivalent) and a warrant to purchase one share of common stock was
$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
acted as the exclusive placement agents for the private offering.
McGuireWoods LLP served as legal counsel to Biofrontera Inc. and
Schiff Hardin LLP served as legal counsel to the placement
agents.
The gross proceeds from the private placement
offering, before deducting commissions and offering expenses,
amount to $15 million.
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 the fields of photodynamic therapy
(PDT) and topical antibiotics, Biofrontera currently commercializes
the FDA-approved flagship drug Ameluz® in the United States. When
used in combination with PDT and Biofrontera’s BF-RhodoLED® lamp,
Ameluz®-PDT is indicated for the treatment of actinic keratoses
(AK), one of the most common precancerous skin conditions.
Biofrontera also commercializes Xepi®, an FDA-approved drug for the
treatment of impetigo. In collaboration with dermatologists,
Biofrontera is fully committed to advancing treatment options and
patient care. 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 registration of the securities in the
private placement for resale. Statements containing the words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “target,” “potential,” “likely,”
“will,” “would,” “could,” “should,” “continue,” and similar
expressions constitute forward-looking statements. 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 its
licensors; the outcome of the Company’s litigation with DUSA
Pharmaceuticals, Inc.; 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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