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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 12, 2022

 

Biofrontera Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40943   47-3765675

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

120 Presidential Way, Suite 330

Woburn, Massachusetts

  01801
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (781) 245-1325

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.001 per share   BFRI   The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $5.00 per share   BFRIW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On August 12, 2022, Biofrontera Inc. (the “Company”) issued a press release announcing its financial and operational results for the second quarter ended June 30, 2022. A copy of the press release is being furnished as Exhibit 99.1 attached hereto to this Current Report on Form 8-K.

 

The Company’s press release contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided within the press release quantitative reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

 

The information contained in this Item 2.02 in the Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

99.1   Press release dated August 12, 2022
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

August 12, 2022 Biofrontera Inc.
(Date) (Registrant)
   
  /s/ Erica L. Monaco
 

Erica L. Monaco

  Chief Executive Officer

 

 

 

 

 

Exhibit 99.1

 

 

PRESS RELEASE

 

Biofrontera Inc. Reports Second Quarter 2022 Financial Results and Provides a Business Update

 

Conference call begins at 11:00 a.m. Eastern time today

 

WOBURN, Mass. (August 12, 2022) – Biofrontera Inc. (Nasdaq: BFRI), a biopharmaceutical company specializing in the commercialization of dermatological products, announced today financial results for the three and six months ended June 30, 2022 and provided a business update.

 

Financial Highlights & Recent News

 

  Total revenues for the second quarter of 2022 were $4.5 million, a decrease of 24% from the prior year
  Total revenues for the first half of 2022 were $14.2 million, an increase of 34% from the prior year
  Cash and cash equivalents were $31.9 million as of June 30, 2022, compared with $24.5 million as of December 31, 2021
  Raised $8.7 million in net proceeds through a private placement
  Subsequent to the quarter close, raised approximately $4.3 million in net proceeds from the exercise of existing warrants and issuance of new warrants through a private placement
  Participated in The Benchmark Healthcare House Call Virtual 1x1 Investor Conference

 

Clinical and Operational Highlights

 

  Strengthened medical affairs outreach through various initiatives including seminars, medical conference participation, prescriber networking and key opinion leader (KOL) engagement
    Showcased Biofrontera’s treatments for actinic keratosis (AK) at the Music City Symposium for Cosmetic Advances & Laser Education and debuted the new BF-RhodoLED® XL illumination lamp via a live demonstration
    Launched new, updated websites for Ameluz® and Xepi®, each featuring a patient-focused and a healthcare professional-focused site, at www.ameluz.com and www.xepicream.com
    Held education-focused initiatives in recognition of May being Skin Cancer Awareness Month, including participating in the Noah Worcester Dermatological Society Conference and The Skin Cancer Foundation’s Champions for Change Gala
    Presented newly published data and forecasts for the U.S. skin cancer market that underscore the commercial opportunity for Ameluz
    Named by CIOCoverage Magazine as one of the “10 fastest-growing life sciences companies to watch in 2022”
    New Ameluz marketing campaign earned a Gold 2022 Award of Excellence from The Communicator Awards, a leading international industry-agnostic awards program recognizing excellence in communication, championing effective and meaningful work
  Biofrontera Pharma GmbH received U.S. Food and Drug Administration (FDA) approval as a contract laboratory for batch control and stability testing of Ameluz, enabling significant improvements in product manufacturing efficiency, quality control and supply reliability

 

1
 

 

Biofrontera Bioscience GmbH was granted a patent in Australia for novel illumination protocols related to the treatment of skin diseases with photodynamic therapy (PDT) that combine the lower pain of daylight PDT with the higher cure rates and lower recurrence rates of conventional therapy.

 

Management Commentary

 

“I am duly proud of the accomplishments from every aspect of our organization including medical education, branding, marketing and sales, all of which contributed to another successful quarter. The recognition we have received this year demonstrates the positive impact of strengthening medical affairs and establishing Biofrontera as a trusted partner to dermatologists. Gaining PDT market share results from growing therapeutic value, a key metric of our medical affairs initiative, and our brands are being increasingly preferred by dermatologists, patient advocacy groups and others as the leading therapeutic option that continues to innovate and improve patient outcomes,” stated Erica Monaco, Chief Executive Officer of Biofrontera Inc.

 

“With revenues up 34% year-to-date, Biofrontera had the strongest first-half revenues ever, up more than 102% compared with 2020 and up more than 22% versus the pre-Covid year 2019. As expected, second quarter product revenues reflect the April 1, 2022 price increase that resulted in some Ameluz purchase pull-through into the first quarter. We continue to execute toward upcoming clinical milestones and remain on track for 2022 total revenues to increase by at least 30% compared with 2021, including typical seasonal strength in the fourth quarter,” she added.

 

Second Quarter Financial Results

 

Total revenues were $4.5 million for the second quarter of 2022, a decrease of $1.4 million, or 24%, compared with $5.9 million for the second quarter of 2021. The decrease was primarily driven by lower Ameluz orders due to some advanced purchasing prior to the April 1, 2022 price increase.

 

Total operating expenses were $10.7 million for the second quarter of 2022, compared with $9.5 million for the second quarter of 2021. Cost of revenues decreased by 18 % primarily due to lower Ameluz sales. Selling, general and administrative expenses increased by $4.3  million, or 74%, compared with the prior year primarily due to higher legal expenses, business insurance, headcount and issuance costs related to the private placement.

 

Net loss for the second quarter of 2022 was $0.9 million, or $0.05 loss per share, compared with a net loss of $3.7 million, or $0.46 loss per share, for the second quarter of 2021.

 

Adjusted EBITDA was negative $8.0 million for the second quarter of 2022, compared with negative $2.9 million for the second quarter of 2021. Adjusted EBITDA, a non-GAAP financial measure, is defined as net income or loss excluding interest income and expense, income taxes, depreciation and amortization,  and certain other non-recurring or non-cash items.

 

Six Month Financial Results

 

Total revenues were $14.2 million for the first half of 2022, an increase of $3.6 million, or 34%, compared with $10.6 million for the first half of 2021. The increase was primarily driven by a $3.5 million increase in Ameluz revenue, along with a $0.1 million increase due to the Ameluz price increase.

 

Total operating expenses were $23.5 million for the first half of 2022, compared with $17.8 million for the first half of 2021. Cost of revenues increased by 36% compared with the prior-year period primarily due to higher sales of Ameluz. Selling, general and administrative expenses increased by $7.1  million, or 66%, reflecting higher legal expenses, business insurance, headcount and issuance costs related to the private placement.

 

2
 

 

Net income for the first half of 2022 was $4.7 million, or $0.26 per diluted share, compared with a net loss of $7.2 million, or $0.90 loss per share, for the first half of 2021.

 

Adjusted EBITDA was negative $11.3 million for the first half of 2022, compared with negative $5.7 million for the first half of 2021.

 

The below table presents a reconciliation of net income (loss) to adjusted EBITDA for the three and six months ended June 30, 2022 and 2021:

 

   Three months ended
June 30,
  Six months ended
June 30,
   2022  2021  2022  2021
Net income (loss)  $(850)  $(3,661)  $4,711   $(7,195)
Interest expense, net   38    85    71    169 
Income tax expense   -    44    30    45 
Depreciation and amortization   132    138    263    275 
EBITDA   (680)   (3,394)   5,075    (6,706)
Change in fair value of contingent consideration   (1,900)   500    (1,900)   998 
Change in fair value of warrant liabilities   (5,371)   

-

    (14,082)   - 
Adjusted EBITDA  $(7,951)  $(2,894)  $(11,257)  $(5,708)
Adjusted EBITDA margin   -178.4%   -49.4%   -78.6%   -53.9%

 

As of June 30, 2022, Biofrontera Inc. had cash and cash equivalents of $31.9 million, compared with $24.5 million as of December 31, 2021. The Company believes its cash and cash equivalents are sufficient to fund operations for at least the next 12 months.

 

Financial Guidance

 

Biofrontera Inc. affirms its previously announced financial guidance for 2022, as follows:

 

  Total revenues for 2022 are expected to increase by at least 30% compared with 2021, including typical seasonal strength in the first and fourth quarters
  The commercial focus throughout 2022 will be on achieving deeper sales penetration among current customer accounts, with additions to the Biofrontera sales force expected to begin in 2023

 

Conference Call and Webcast

 

Biofrontera Inc. will hold a conference call today at 11:00 a.m. Eastern time to discuss these results and answer questions.

 

Date: Friday, August 12, 2022
Time: 11:00 a.m. Eastern time
Conference call: 1-877-877-1275 (U.S.)
  1-412-858-5202 (international)
Webcast: Live and 90-day replay webcast are available here and at investors.biofrontera-us.com

 

3
 

 

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 photodynamic therapy (PDT) and topical antibiotics. The Company’s licensed products are used for the treatment of actinic keratoses, which are pre-cancerous skin lesions, as well as impetigo, a bacterial skin infection. 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 Company’s revenue guidance for 2022, business and marketing strategy, future operations and business, potential to expand the label of Ameluz®, market presence and position of Ameluz® and ongoing clinical trials conducted by our licensing partners and the future impact of such trials on the market for Ameluz®. 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 ability of the Company’s licensors to fulfill their obligations to the Company in a timely manner; the Company’s ability to achieve and sustain profitability; whether the current global disruptions in supply chains 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 earlier clinical trials or trials of Ameluz® in combination with BF-RhodoLED® in different disease indications or product applications will be indicative of the results of ongoing or future trials; 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; the Company’s ability to complete the transition to a public company; 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.

 

Anke zur Mühlen

+1 781 486 1539

us-ir@biofrontera.com

 

LHA Investor Relations

 

Tirth T. Patel

+1 212 201 6614

tpatel@lhai.com

 

(Tables to follow)

 

4
 

 

BIOFRONTERA INC.

BALANCE SHEETS

(In thousands, except par value and share amounts)

 

   June 30, 2022  December 31, 2021
   (Unaudited)   
       
ASSETS          
Current assets:          
Cash and cash equivalents  $31,913   $24,545 
Accounts receivable, net   2,001    3,784 
Other receivables, related party   3,045    8,647 
Inventories   8,808    4,458 
Prepaid expenses and other current assets   1,214    4,987 
           
Total current assets   46,981    46,421 
           
Other receivables long term, related party   2,813    2,813 
Property and equipment, net   248    267 
Intangible asset, net   3,241    3,450 
Other assets   343    268 
           
Total assets  $53,626   $53,219 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $931   $658 
Accounts payable, related parties   1,290    282 
Acquisition contract liabilities, net   3,242    3,242 
Accrued expenses and other current liabilities   9,413    9,654 
           
Total current liabilities   14,876    13,836 
           
Long-term liabilities:          
Acquisition contract liabilities, net   7,821    9,542 
Warrant liability   8,046    12,854 
Other liabilities   5,650    5,649 
           
Total liabilities  $36,393   $41,881 
           
Commitments and contingencies (see Note 23)        
           
Stockholders’ equity:          
Preferred Stock, $0.001 par value, 20,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2022 and December 31, 2021  $

-

   $

-

 
Common Stock, $0.001 par value, 300,000,000 shares authorized; 19,011,438 and 17,104,749 shares issued and outstanding as of June 30, 2022 and December 31, 2021   19    17 
Additional paid-in capital   91,382    90,200 
Accumulated deficit   (74,168)   (78,879)
           
Total stockholders’ equity   17,233    11,338 
           
Total liabilities and stockholders’ equity  $53,626   $53,219 

 

5
 

 

BIOFRONTERA INC.

STATEMENTS OF OPERATIONS

(In thousands, except per share amounts and number of shares)

(Unaudited)

 

   Three months ended
June 30,
  Six months ended
June 30,
   2022  2021  2022  2021
             
Products revenues, net  $4,441   $5,840   $14,177   $10,571 
Revenues, related party   16    15    31    28 
                     
Total revenues, net   4,457    5,855    14,208    10,599 
                     
Operating expenses                    
Cost of revenues, related party   2,402    2,973    7,377    5,381 
Cost of revenues, other   152    135    327    298 
Selling, general and administrative   9,669    5,552    17,285    10,310 
Selling, general and administrative, related party   346    196    441    360 
Restructuring costs   

-

    186    

-

    467 
Change in fair value of contingent consideration   (1,900)   500    (1,900)   998 
                     
Total operating expenses   10,669    9,542    23,530    17,814 
                     
Loss from operations   (6,212)   (3,687)   (9,322)   (7,215)
                     
Other income (expense)                    
Change in fair value of warrants   5,371    -    14,082    

-

 
Interest expense, net   (38)   (85)   (71)   (169)
Other income, net   29    155    52    234 
                     
Total other income (expense)   5,362    70    14,063    65 
                     
Income (loss) before income taxes   (850)   (3,617)   4,741    (7,150)
Income tax expense   

-

    44    30    45 
                     
Net income (loss)  $(850)  $(3,661)  $4,711   $(7,195)
                     
Income (loss) per common share:                    
Basic  $(0.05)  $(0.46)  $0.26   $(0.90)
Diluted  $(0.05)  $(0.46)  $0.26   $(0.90)
                     
Weighted-average common shares outstanding:                    
Basic   18,823,497    8,000,000    17,968,870    8,000,000 
Diluted   18,823,497    8,000,000    18,044,174    8,000,000 

 

# # #

 

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