Biofrontera Inc. close purchase of all Ameluz, RhodoLED U.S. assets

Biofrontera Inc. (BFRI) announced the closing of its restructuring and asset purchase agreement with its former parent company, Biofrontera AG. Under the transaction, Biofrontera Inc. has acquired all U.S. assets and rights related to Ameluz and RhodoLED, including the New Drug Application, Investigational New Drug Application, manufacturing rights and contracts, all intellectual property, and related personnel. As a result of the transaction, Biofrontera Inc. will now pay a monthly earnout of 12% in years where annual U.S. net sales of Ameluz are up to $65M, and 15% in years where U.S. net sales are above that threshold. These payments will cease upon patent expiry. This replaces the prior transfer-pricing model under which the Company paid perpetual 25%-35% of net sales per tube, depending on timing and indication. The new structure reduces overall cost for Biofrontera Inc. and is expected to accelerate the Company’s timeframe to reach break-even. With the completion of this agreement, Biofrontera Inc. now assumes full responsibility for manufacturing, regulatory, quality management, pharmacovigilance, and commercialization of Ameluz and the RhodoLED portfolio in the U.S. The Company expects the full transfer of assets and personnel to be completed by late Q4 2025 or early Q1 2026. The transaction was funded through an $11M investment led by existing investors Rosalind Advisors and AIGH Capital Management, $8.5M of which was funded at the time of term-sheet execution. As part of the transaction, Biofrontera AG has received a 10% post-money equity stake in Biofrontera Inc., aligning long-term interests between the two entities.