Biofrontera Inc. (BFRI) Prices 3.42M Share Private Placement at $2.75/sh

May 16, 2022 8:06 AM EDT

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Biofrontera, Inc. (Nasdaq: BFRI; BFRIW), announced today that it has entered into a securities purchase agreement with a single institutional investor for the purchase of 3,419,000 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to an aggregate of 3,419,000 shares of common stock, in a private placement. The purchase price for one share of common stock (or common stock equivalent) and a warrant to purchase one share of common stock is $2.75. The warrants have an exercise price of $2.77 per share, will be exercisable six months after issue date, and will expire five and one-half years from the issuance date.

Roth Capital Partners and The Benchmark Company are acting as the exclusive placement agents for the private offering.

The gross proceeds from the private placement offering are expected to be approximately $9.4 million. The private offering is expected to close on or about May 17, 2022, subject to the satisfaction of customary closing conditions.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder, and have not been registered under the Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

Under an agreement with the investor, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock to be issued to the investors and shares of common stock underlying the warrants described above within 15 calendar days and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days in the event of a “full review” by the Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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