Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As described in Item 5.07 below, on December 12, 2022, the stockholders of Biofrontera Inc. (the "Company") approved an amendment (the "Amendment") to the Biofrontera Inc. 2021 Omnibus Incentive Plan (the "Plan") to increase the number of shares authorized for issuance by 2,589,800 from 2,750,000 shares to 5,339,800 shares. The Amendment previously had been approved, subject to stockholder approval, by the Board of Directors of the Company on October 20, 2022.

A copy of the Amendment and a description of the Plan is included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 8, 2022 ("Proxy Statement") and is incorporated herein by reference. The foregoing description of the Amendment and the Plan is qualified by reference to the amended and restated Plan, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On December 12, 2022, the Company held virtually its Annual General Meeting of Shareholders (the "Annual Meeting") in which shareholders voted on three proposals and casted their votes as described below. Details of the proposals are described in Proxy Statement. There were present at the Annual Meeting, represented by proxy or in person, holders of 12,454,388 shares of the Company's common stock, constituting a quorum.

No other matters were considered and voted on by the stockholders at the Annual Meeting.

The Company's independent inspector of election reported the final vote of the stockholders as follows:

1.Election of Loretta Wedge as Class I Director





    For          Withheld        Broker Non-Votes
  7,486,331       2,034,869           2,933,188

As a result, Ms. Wedge was elected for a term expiring at the 2025 annual meeting of stockholders or until her earlier death, resignation or removal.

2.Approval of Amendment to Increase the Number of Shares of Common Stock Authorized for Issuance under the Plan





    For           Against       Abstain       Broker Non-Votes
  4,768,084       4,739,209       13,907           2,933,188

As a result, the Amendment was duly approved by the Company's stockholders and effective as of December 12, 2022, the total number of shares authorized for issuance under the Plan was increased to 5,339,800 shares of stock.

3. Ratification of Appointment of Independent Public Accounting Firm





    For            Against        Abstain      Broker Non-Votes
  10,267,203       2,059,792       127,393           N/A

As a result, the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.

Item 9.01 Financial Statements and Exhibits.

Biofrontera Inc. 2021 Omnibus Incentive Plan (as amended and restated on 10.1† December 12, 2022)


        Cover Page Interactive Data File (the cover page XBRL tags are embedded
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†Indicates a management contract or compensatory plan or arrangement.

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