Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on December 1, 2021, Biofrontera Inc. (the "Company"),
issued a common stock purchase warrant (the "Existing Warrant") to purchase up
to 2,857,143 shares of common stock, par value $0.001 per share (the "Common
Stock") at an exercise price of $5.25 to a single institutional investor (the
"Investor") in a private placement, along with other securities.
On July 26, 2022, the Company entered into a warrant exercise inducement offer
letter (the "Inducement Letter") with the Investor pursuant to which the
Investor agreed to exercise for cash its Existing Warrant in exchange for the
Company's agreement to (i) lower the exercise price of the Existing Warrant to
$1.62 and (ii) issue a new warrant (the "Inducement Warrant") to purchase up to
4,285,715 shares of Common Stock. The Company expects to receive aggregate gross
proceeds of approximately $4.69 million, before deducting the financial advisory
fees, from the exercise of the Existing Warrant by the Investor.
The Inducement Warrant is exercisable on or after January 27, 2023 at a price
per share of $1.66 and expires on December 1, 2026. The Investor has
contractually agreed to restrict its ability to exercise the Inducement Warrant
such that the number of shares of the Company's common stock held by the
Purchaser and its affiliates after such exercise does not exceed 4.99% of the
then issued and outstanding shares of the Company's common stock. The Purchaser
may increase or decrease these limitations upon notice to the Company, but in no
event will any such limitation exceed 9.99%. The Company has agreed, as soon as
practicable (but in no event later than 30 days after the date of the Inducement
Letter), to file a registration statement on Form S-1 to register the resale of
the shares of Common Stock underlying the Inducement Warrant and to have such
registration statement declared effective within 90 days of its initial filing.
The foregoing description of the Inducement Letter and form of Inducement
Warrant does not purport to be complete and is qualified in its entirety by
reference to the form of Inducement Warrant and form of Inducement Letter,
copies of which are filed herewith as Exhibits 4.1 and Exhibit 10.1,
respectively, and incorporated herein by reference. For further discussion of
the terms of the Existing Warrant, see the Company's Current Report on Form 8-K,
filed with the SEC on December 3, 2021, which portions describing the Warrants
are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02 in its entirety. The Inducement Warrant was issued in
reliance upon an exemption from registration pursuant to 4(a)(2) under the
Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.
Item 3.03 Material Modifications of Rights of Security Holders
The disclosure set forth under Item 1.01 is incorporated herein by reference
into this Item 3.03 in its entirety.
Item 8.01 Other Events.
On July 27, 2022, Company issued a press release announcing the repricing of the
Existing Warrant and the private placement of the Inducement Warrant, a copy of
which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
4.1 Form of Inducement Letter
10.1 Form of Inducement Warrant
99.1 Press Release, dated July 27, 2022
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