Item 1.01 Entry into a Material Definitive Agreement

On April 26, 2023, Biofrontera Inc., a Delaware corporation (the "Company") and Computershare Trust Company, N.A., as Rights Agent, executed Amendment No. 1 to the Stockholder Rights Agreement (the "Amendment"), effective as of April 26, 2023. As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2023, the Amendment was entered into pursuant to the terms of a settlement agreement with Biofrontera AG.

The Amendment amends the definition of "Acquiring Person" to increase, solely with respect to Biofrontera AG, the Acquiring Person trigger threshold from 20.00% to 29.96% calculated in the manner set forth in the Amendment. The trigger threshold remains 20.00% for all other persons, including associates and affiliates of Biofrontera AG.

In addition, the Amendment also (1) amends the definition of "Acting in Concert" to remove provisions that might deem persons to be acting in concert without any agreement between those persons and (2) extends the expiration date of the Preferred Stock Purchase Rights to the earlier of (a) June 30, 2026 or (b) the first day after the Company's 2025 annual meeting, if stockholder approval has not been obtained prior to such date.

The above description of Amendment No. 1 is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information in response to Item 1.01 is incorporated by reference in response to this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

4.1 Amendment No. 1 to the Stockholder Rights Agreement, dated as of April 26,

2023, between Biofrontera Inc. and Computershare Trust Company, N.A., as


    Rights Agent
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded

within the inline XBRL document)

© Edgar Online, source Glimpses