UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT

PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BIOFRONTERA INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):

120 Presidential Way, Suite 330

Woburn, Massachusetts 01801

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

To Be Held on Monday, May 22,December 20, 2023

Dear Stockholder of Biofrontera Inc.:

NOTICE IS HEREBY GIVEN that a special meetingthe 2023 Annual Meeting of the stockholdersStockholders (the “Special“2023 Annual Meeting”) of Biofrontera Inc., a Delaware corporation (the “Company”), will be held on Monday, May 22,December 20, 2023, at 9:10:00 a.m., Eastern Time and will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. There will not be a physical location for the Special2023 Annual Meeting.

You will be able to attend the Special2023 Annual Meeting virtually and to vote and submit questions prior to and during the virtual Special2023 Annual Meeting by registering atvisiting https://web.viewproxy.com/bfri/2023 by May 21, 2023 at 11:59 pm Eastern Time. You will receive a unique linkmeetnow.global/MDGH4Q6 and passwordentering the 16-digit control number provided in order to attend the meeting.these proxy materials.

We are holdingAt the Special2023 Annual Meeting, forstockholders will be asked to vote on the following purposes, which are more fully described in the accompanying proxy statement:matters:

The matters listed in this notice of meeting are described in detail in the accompanying proxy statement. The Board of Directors has fixed the close of business on April 20,November 6, 2023 as the record date (the “Record Date”) for determining those stockholders who are entitled to notice of and to vote at the Special2023 Annual Meeting or any adjournment or postponement of the Special2023 Annual Meeting.

If your shares are held in The list of the namestockholders of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and returnrecord as of the materials in accordance withRecord Date will be made available for inspection at the instructions provided to you by such broker or other intermediary, or you may also virtually attend the Special2023 Annual Meeting and vote onlinewill also be available for inspection during the Special Meeting.ten days preceding the meeting at the Company’s offices located at 120 Presidential Way, Suite 330, Woburn, Massachusetts 01801.   

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MONDAY, MAY 22, 2023 AT 9:00 A.M. EASTERN TIME:DECEMBER 20, 2023: THE COMPANY’S PROXY MATERIALS AND ANNUAL REPORT ARE AVAILABLE AT https:http://web.viewproxy.com/bfri/2023.www.edocumentview.com/BFRI.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL2023 ANNUAL MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY STATEMENT. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU.

On behalf of the Board of Directors and the employees of Biofrontera Inc. we thank you for your continued support.

Prof. Hermann Lübbert,Luebbert, Ph.D.		Erica L. MonacoE Fred Leffler, III
Chief Executive Officer & Chairman		Chief ExecutiveFinancial Officer

April 21,November 17, 2023

120 Presidential Way, Suite 330

Woburn, Massachusetts 01801

PROXY STATEMENT

For the Special2023 Annual Meeting of Stockholders to be held on Monday, May 22,December 20, 2023

The Company is providing this Proxy Statement in connection with the solicitation by its Board of Directors (the “Board”“Board of Directors”) of proxies to be voted at the Special2023 Annual Meeting to be held on Monday, May 22,December 20, 2023, at 9:10:00 a.m., Eastern Time, solely over the Internet in a virtual-only format, and any adjournment or postponement thereof.

Only stockholders as of April 20,November 6, 2023 (the “Record Date”) may attend the Special2023 Annual Meeting. At the close of business on the Record Date, we had 26,699,0021,517,628 shares of Common Stock outstanding and entitled to vote. We made our proxy materials available to stockholders via the Internet or in printed form on or about April 21,November 17, 2023. Our proxy materials include the Notice of the SpecialAnnual Meeting, this Proxy Statement and the proxy card. These proxy materials, other than the proxy card, which is available with the printed materials, canalong with the Annual Report for the year ended December 31, 2022can be accessed at https:http://web.viewproxy.com/bfri/2023.www.edocumentview.com/BFRI.

You are invited to attend the Special2023 Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Special2023 Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The matters to be acted on are stated in the accompanying Notice of SpecialAnnual Meeting of Stockholders. The proxy materials, including this Proxy Statement, are being distributed and made available on or about April 21, 2023.

If you have any questions regardingBoard of Directors knows of no other business that will come before the accompanying proxy statement or how to vote your shares, you may contact Alliance Advisors, LLC, our proxy solicitor, at 844-717-2301 or email: BFRI@allianceadvisors.com.2023 Annual Meeting.

TABLE OF CONTENTS

Appendix A – Form of Reverse Stock Split Amendment

QUESTIONS AND ANSWERS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The following table provides information regarding the members of our Board of Directors (ages as of the date of this Proxy Statement):

Nominations for Election as Class II Directors

Beth J. Hoffman, Ph.D. became a member of our Board of Directors in November 2021. Dr. Hoffman is the founder, and, since 2015, has been the President and Chief Executive Officer, of Origami Therapeutics, Inc., in San Diego, California. Dr. Hoffman has over 20 years of experience in drug discovery and development. Dr. Hoffman has made major contributions to the launch of two first-in-class drugs and two best-in-class drugs for Cystic Fibrosis. Dr. Hoffman holds her Ph.D. in Biology from The Johns Hopkins University in Baltimore, Maryland.

Kevin D. Weber became a member of our Board of Directors in March 2022. Mr. Weber is an experienced pharmaceutical executive who brings to Biofrontera more than 30 years of executive and commercialization experience with a particular expertise in product marketing. He has worked in a range of therapeutic areas including clinical and aesthetic dermatology, pain management, inborn errors of metabolism and respiratory medicine. He recently retired from his position as a Principal at Skysis, a biotech-focused brand management consulting practice, and previously served as CEO of Paraffin International.  Prior to Paraffin, Mr. Weber served in senior executive and marketing roles at Depomed, Hyperion Therapeutics and Medicis Pharmaceuticals. From 2016 to 2021 Mr. Weber served as a member of the supervisory board of Biofrontera AG. Mr. Weber previously served on the Boards of Directors of the American Academy of Pain Medicine Foundation, the American Chronic Pain Association and the Arizona Bioindustry Association. He holds a B.S. in Business Administration from Western Michigan University.

Directors Continuing in Office

Class I Directors (Term Expires at the 2025 Annual Meeting)

Heikki Lanckriet, Ph.D. became a member of our Board of Directors in July 2023. Dr. Lanckriet currently serves as Chief Executive Officer and Chief Scientific Officer of 4basebio PLC, UK, a publicly traded company that engages in the research, development, manufacturing and commercialization of synthetic DNA and RNA products, and targeted non-viral vector solutions which was spun out of Expedeon AG in 2021. In 2020, Dr. Lanckriet led the sale of Expedeon’s proteomics and immunology business to Abcam PLC. Earlier, Dr. Lanckriet was Founder and Chief Scientific Officer of Novexin, later transitioning to Chief Operating Officer. Dr. Lanckriet also held roles as Chief Executive Officer and Chief Scientific Officer at 2invest AG and Sygnis AG. Dr. Lanckriet holds a Ph.D. in Chemical Engineering from the University of Cambridge in the U.K. and a M.Eng. in Chemical Engineering from the University of Ghent in Belgium. He has authored several scientific papers that have been published in peer-reviewed medical and scientific journals and is a named inventor on a multitude of patents.

Class III Directors (Term Expires at the 2024 Annual Meeting)

John J. Borer III, J.D. became a member of our Board of Directors in November 2021. Since 2012, he has been the Senior Managing Director and Co-Head of Investment Banking at The Benchmark Company, LLC. He was formerly the Chief Executive Officer and Head of Investment Banking at Rodman & Renshaw and has held senior positions at Security Pacific Business Credit and Barclays American Business Credit. Mr. Borer has also served on the Supervisory Board of Biofrontera AG since May 2016 until December 2021. He holds a Juris Doctor from Loyola Law School in Los Angeles, California and a B.S. in Agricultural Economics from The University of California, Davis.

PROPOSAL NO. 1-APPROVAL OF REVERSE STOCK SPLIT PROPOSALProf. Hermann Luebbert, Ph.D. founded Biofrontera AG in 1997, is currently serving as the Company’s Chief Executive Officer and Chairman since May 2023 and has served as Biofrontera Inc.’s Executive Chairman since November 2021 and as Chairman of its Board of Directors since March 2015. Until December 2021, Prof. Luebbert had served as the chief executive officer of Biofrontera AG, chairman of the management board of Biofrontera AG, and as a managing director of all subsidiaries of Biofrontera AG. Prof. Luebbert has also served as the Chief Executive Officer of Biofrontera Inc. (March 2015 – January 2020; March 2021-November 2021) and as the Chairman of Biofrontera Inc.’s board of directors (March 2015-present). He studied biology at the University of Cologne in his hometown of Cologne, Germany and received his doctorate there in 1984. Following 3.5 years in academic research at the University of Cologne and the California Institute of Technology, he gained experience in managing a global research organization during 10 years at Sandoz, where he served as Head of Genome Research, and Novartis Pharma AG, where he served as a member of the global Neuroscience Research Management Team. He qualified as a university lecturer at the Swiss Federal Institute of Technology (ETH) Zurich and in addition to his engagements at Biofrontera held a professorship for animal physiology at the Ruhr-University Bochum from which he retired on February 28, 2022.

The Family Relationships

There are no family relationships between any director or executive officer.

Board is asking stockholders to approveand Stockholder Meeting Attendance

During the Reverse Stock Split Proposal. The formyear ended December 31, 2022, there were 17 formal Board meetings. None of our directors attended fewer than 75% of the Certificatetotal number of Amendment to the Certificate of Incorporation to be filed with the Secretary of State of the State of Delaware is set forth as Appendix A to this proxy statement (the “Amendment”). Although such filing is within the controlmeetings of the Board we expect such filing to be made shortly after the approval by the stockholdersand meetings of any committee of the Stock Split Proposal. The Amendment will become effective, atBoard on which such future datedirector served during the time each such individual director was serving as a director. We encourage, but do not require, our directors to attend our annual meetings of stockholders. Four of our directors attended the 2022 Annual Meeting.

Composition of our Board of Directors

Our Board of Directors is currently authorized to have the number of directors as determined by resolution of our Board of Directors, but may not be less than one director, and currently consists of five members. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation, removal, disqualification or death.

Our Board upon the filingof Directors consists of five directors. In addition, our amended and restated certificate of incorporation and amended and restated bylaws provide for a classified Board of Directors consisting of three classes of directors, each serving staggered three-year terms as follows:

Upon expiration of the Amendment withterm of a class of directors, directors for that class will be elected for three-year terms at the Secretaryannual meeting of Statestockholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor or his or her earlier death, resignation, disqualification or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the Statedirectors. This classification of Delaware (which we refer to asour Board of Directors may have the “Effective Time”), buteffect of delaying or preventing changes in no event earlier than the datecontrol of the Special Meeting. Moreover, even if the Amendment is approved by the requisite number of stockholders, the Board reserves the right, at its discretion, to abandon the Amendment prior to the proposed effective date if it determines that abandoning the Amendment is in our best interests. No further action on the part of stockholders would be required to either effect or abandon the Amendment.

The text of the Amendment is subject to modification to include such changes as may be required by DGCL and as the Board deems necessary and advisable to effect the Amendment.

A brief description of the Stock Split Proposal is set out below.company.

Purpose of the Reverse Stock SplitBoard Leadership

Our Board of Directors has the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be separated or combined. The Board seeks your approvalof Directors makes this decision based on its evaluation of the circumstances and the Company’s specific needs from time to time. Currently, Prof. Luebbert serves as the Company’s Chairman and Chief Executive Officer. The Board of Directors has determined that combining these roles is the best leadership structure for the Reverse Stock SplitCompany at this time because of Prof. Luebbert’s experience with the Company’s business and industry, as partwell as his ability to effectively identify strategic priorities of the Amendment with the intent of increasing the per share trading price of our Common Stock, which is publicly tradedCompany and listed on the Nasdaq Capital Market under the symbol, “BFRI,” in order to regain compliance with the minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”), for continued listing on the Nasdaq. Accordingly, we believe that effecting the Reverse Stock Split would be in our and our stockholders’ best interests.

On February 24, 2023, the Company received a notice letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid priceensure execution of the Common Stock, forCompany’s strategy. The Board of Directors may decide to separate the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain the Minimum Bid Requirement.

To regain compliance, the closing bid priceroles of the Common Stock must be at least $1.00 per share for ten consecutive business days at some point during the period of 180 calendar days from the date of the Notice, or until August 23, 2023. If the Company does not regain compliance with the minimum bid price requirement by August 23, 2023, Nasdaq may grant the Company a second period of 180 calendar days to regain compliance. To qualify for this additional compliance period, the Company would be required to meet the continued listing requirement for the market value of publicly held sharesChairman and all other initial listing standards for Nasdaq, other than the minimum bid price requirement. In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

In addition, the Company believes that the Reverse Stock Split will make the Common Stock a more attractive and cost-effective investment for many investors, which in turn may enhance the liquidity of the holders of the Common Stock, asChief Executive Officer if it believes that a separation is consistent with the current market pricebest leadership structure for the Company in the future. The Board of Directors does not designate a lead independent director.

Director Independence

Our Board of Directors has periodically reviewed the Common Stock may prevent certain institutional investors, professional investors,independence of our directors and other membersconsidered whether any director has a material relationship with us that could compromise that director’s ability to exercise independent judgment in carrying out that director’s responsibilities. Our Board of Directors affirmatively determined that each of Mr. Borer, Dr. Hoffman and Mr. Weber is an “independent director,” as defined under the investing public from purchasing stock. Many brokerage housesSecurities Exchange Act of 1934, as amended (the “Exchange Act”) and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks. The Reverse Stock Split could also increase interest in our Common Stock for analysts and brokers who may otherwise have policies that discourage or prohibit them in following or recommending companies with low stock prices. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentagethe rules of the stock price than commissions on higher-priced stocks, the current average price per share of Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.Nasdaq.

RisksCommittees of Non-ApprovalOur Board of Directors

Our Board of Directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and standing committees. We have a standing audit committee, nominating and corporate governance committee and compensation committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

Audit Committee

Failure to approve the Reverse Stock Split Proposal may potentiallyWe have serious, adverse effects on the Company and its stockholders. The Common Stock could be delisted from the Nasdaq because sharesan audit committee of the Common Stock may continue to trade below the requisite $1.00 per share price needed to maintainBoard of Directors, which consists of Mr. Borer (Chairperson), Dr. Hoffman and Mr. Weber. All members of our listing in accordance with Nasdaq Listing Rule 5550(a)(2). Our shares may then trade on the OTC Bulletin Board or other small trading markets, such as the pink sheets. In that event, the Common Stock could trade thinly as a microcap or penny stock, adversely decrease to nominal levels of trading, and may be avoided by retail and institutional investors, resulting in the impaired liquidity of the Common Stock.audit committee are independent for audit committee purposes.

AsThe audit committee’s duties, which are specified in our Audit Committee Charter, include:

During the Record Date, the Common Stock closed at $0.60 per share on Nasdaq. Reducing the number of outstanding shares of Common Stock should, absent other factors, generally increase the per share market price of the common stock. Although the intent of the Reverse Stock Split is to increase the price of the Common Stock, there can be no assurance that even if the Reverse Stock Split is effected the bid price of the Common Stock will be sufficient, over time, for the Company to regain or maintain compliance with the Minimum Bid Requirement.year ended December 31, 2022, our audit committee held six meetings.

Principal Effects of the Reverse Stock SplitFinancial Experts on Audit Committee

Depending on the ratio for the Reverse Stock Split determined by the Board, a minimum of five and a maximum of twenty-five shares of existing common stock will be combined into one new share of common stock. Based on 26,699,002 shares of common stock issued and outstanding as of April 21, 2023, immediately following the Reverse Stock Split, the Company would have approximately 5,339,801 shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the Reverse Stock Split is one-for-five (1:5), and approximately 1,067,960 shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) if the ratio for the Reverse Stock Split is one-for-twenty-five (1:25). Any other ratio selected within such range would result in a number of shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) following the transaction between approximately 1,067,960 and 1,779,933 shares. Fractional shares will not be issued. Instead, we will issue a full share of post-Reverse Stock Split common stock to any stockholder who would have been entitled to receive a fractional share of common stock as a result of the Reverse Stock Split.

The actual number of shares issued after giving effect to the Reverse Stock Split, if implemented, will depend on the reverse stock split ratio that is ultimately determined by the Board.

The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any stockholder’s percentage ownership interest in us, except to the extent the Reverse Stock Split would result in fractional shares, as described above. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power, except to the extent the Reverse Stock Split would result in fractional shares, as described above.

The Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

After the Reverse Stock Split is effective, our common stockaudit committee will have new Committee on Uniform Securities Identification Procedures (CUSIP) numbers, which are numbers used to identify our equity securities, and stock certificates withat all times at least one “independent director” who is “financially literate” as defined under the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below. After the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended. Assuming that the Company’s meets the Minimum Bid Price Requirement, we expect that our common stock will continue to be quoted onNasdaq listing standards. The Nasdaq Capital Market under the symbol “BFRI.”listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

Beneficial HoldersIn addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The Board of Common Stock (i.e., stockholders who hold in street name)

Upon the implementationDirectors has determined that Mr. Borer qualifies as an “audit committee financial expert,” as defined under rules and regulations of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders who hold shares of our common stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.SEC.

Registered “Book-Entry” Holders of Common Stock (i.e., stockholders that are registered on the transfer agent’s booksNominating and records but do not hold stock certificates)Corporate Governance Committee

Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive shares of post-Reverse Stock Split common stock.

Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units and Warrants

Based upon the reverse stock split ratio determined by the Board, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the reverse stock split ratio determined by the Board.

Certain Risks and Potential Disadvantages Associated with a Reverse Stock Split

We cannot assure stockholders thathave a nominating and corporate governance committee of the Board of Directors consisting of Dr. Hoffman (Chairperson), Mr. Borer and Mr. Weber, all of whom are independent. We have a nominating and corporate governance committee charter, which details the principal functions of the nominating and corporate governance committee, including:

Our nominating and corporate governance committee will consider stockholder recommendations of candidates on the same basis as it considers all other candidates. Stockholder recommendations should be submitted to us under the procedures discussed in “Communications with our Board of Directors,” and should include the full name of the proposed Reverse Stock Split will sufficiently increase our stock price or be completed before Nasdaq commences delisting procedures. The effect of a Reverse Stock Split on our stock price cannot be predicted withnominee and any certainty, andadditional information pertinent to the history of reverse stock splits for other companies, including those in our industry, is varied, particularly since some investors may view a reverse stock split negatively. It is possible that our stock price after a Reverse Stock Split will not increase in the same proportion as the reduction in the number of shares outstanding, causing a reduction in the Company’s overall market capitalization. Further, even if we implement the Reverse Stock Split, our stock price may decline due to various factors, including our future performance and general industry, market and economic conditions. This percentage decline, as an absolute number andrecommendation, such as a percentage of our overall market capitalization, may be greater than would occur in the absencedescription of the Reverse Stock Split. If we continueproposed nominee’s business experience, biographical information, and a description of the proposed nominee’s qualifications as a director. Any such submission should be accompanied by the written consent of the proposed nominee to failbe named as a nominee and to meet Nasdaq’s listing requirements, Nasdaq may suspend trading and commence delisting proceedings.serve as a director if elected.

The proposed Reverse Stock Split may decreasenominating and corporate governance committee and the liquidityBoard of our common stockDirectors have not established any specific minimum qualification standards for director nominees (including diversity characteristics); rather, in evaluating the suitability of individuals for board membership, the nominating and result in higher transaction costs. The liquiditycorporate governance committee and the Board of our common stock may be negatively impacted byDirectors consider the reduced number of shares outstanding after the Reverse Stock Split, which would be exacerbated if the stock price does not increase following the Reverse Stock Split. In addition, a Reverse Stock Split would increase the number of stockholders owning “odd lots” of fewer than 100 shares, tradingway in which generally resultsit believes the individual can assist the Company in higher transaction costs. Accordingly,pursuing its goals and advancing its strategies. During the year ended December 31, 2022, our nominating and corporate governance committee held three meetings.

Compensation Committee

We have a Reverse Stock Splitcompensation committee of the Board of Directors consisting of Mr. Borer (Chairperson), Mr. Weber and Dr. Hoffman, all of whom are independent. We have a compensation committee charter, details the principal functions of the compensation committee, including:

Our amended and restated certificate of incorporation also provides that the compensation committee may, not achievein its sole discretion, retain or obtain the desired resultsadvice of increasing marketabilitya compensation consultant, legal counsel or other adviser and liquidity as described above.will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

During the year ended December 31, 2022, our compensation committee held three meetings.

Stockholders should also keep in mind thatStanding Committee Charters

The Audit Committee, the implementationNominating and Corporate Governance Committee and the Compensation Committee each has a written charter. A copy of a Reverse Stock Split does not have an effecteach committee’s charter is available on the actual or intrinsic value of our business or a stockholder’s proportional ownership interest (subject to the treatment of fractional shares)website at https://www.biofrontera-us.com/. However, should the overall value of our common stock decline after a Reverse Stock Split, then the actual or intrinsic value of shares held by stockholders will also proportionately decrease as a result of the overall decline in value.

Fractional SharesRisk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction and intellectual property as more fully discussed under Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and our other filings with the SEC. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of the Board of Directors in overseeing the management of our risks is conducted primarily through committees of the Board of Directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The full Board of Directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full Board of Directors during the committee reports portion of the next board meeting. This enables the Board of Directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Risk Considerations in our Compensation Program

We conducted an assessment of our compensation policies and practices for our employees and concluded that these policies and practices are not reasonably likely to have a material adverse effect on our Company.

Policy Regarding Hedging

Our insider trading policy provides that (i) each member of the Company’s Board of Directors, (ii) officers of the Company at the level of Vice President and above, and (iii) all other employees who are informed by the Compliance officer that they have been deemed by the Company as a “Section 16 Person” (collectively, “Covered Persons”) must receive prior approval from the Company’s Compliance Officer prior to engaging in any “hedging” transactions, including prepaid variable forwards, equity swaps, or collars or any other transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s securities.

Compensation Committee Interlocks and Insider Participation

No fractional shares will be issued in connection withinterlocking relationship exists between our Board of Directors or compensation committee (or other committee performing equivalent functions) and the Reverse Stock Split. Instead, we will issue one full shareBoard of post-reverse stock split common stock toDirectors or compensation committee of any stockholder who would have been entitled to receive a fractional share as a result of the process. Each common stockholder will hold the same percentage of the outstanding common stock immediately following the Reverse Stock Split as that stockholder did immediately prior to the Reverse Stock Split, except for minor adjustment due to the additional net share fraction that will need to be issued as a result of the treatment of fractional shares.other entity.

Authorized SharesCode of Common StockEthics and Code of Conduct

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on our website, www.biofrontera-us.com. In addition, we post on our website all disclosures that are currently authorized underrequired by law or the Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code. The information on or accessed through our Amended and Restated Certificate of Incorporation, to issue up to a total of 320,000,000 shares of capital stock, comprised of 300,000,000 shares of common stock and 20,000,000 shares of preferred stock. Authorized shares represent the number of shares of common stock that we are permitted to issue under our Amended and Restated Certificate of Incorporation. If the Reverse Stock Split Proposalwebsite is implemented, the Amendment would also reduce both the number of issued and outstanding shares of common stock and the number of authorized shares of common stock in the same ratio as is selected for the Reverse Stock Split.

As a result, immediately following the Reverse Stock Split, the number of authorized shares of common stock will be 60,000,000 if the ratio for the Reverse Stock Split selected is one-for-five (1:5), and the number of authorized shares of common stock will be 12,000,000 if the ratio for the Reverse Stock Split is one-for-twenty-five (1:25). Any other ratio selected within such range would result in the number of authorized shares of common stock following the transactiondeemed not to be between 12,000,000 and 60,000,000 shares.

As a result of the decreaseincorporated in authorized shares of common stock that will occur if and when the Reverse Stock Split is effected, the same proportion of authorized but unissued shares of common stock to shares of common stock authorized and issued (or reserved for issuance, including any treasury shares) would be maintained as of the Effective Time (except for any changes as a result of the treatment of fractional shares).

If the Reverse Stock Split is abandonedthis prospectus or deemed to be abandoned by our Board, the decrease in the numberpart of authorized shares will also be abandoned or deemed to be abandoned by our Board.this prospectus.

Appraisal RightsCommunications with our Board of Directors

UnderStockholders who wish to communicate with our board of directors may do so by sending written communications to our Corporate Secretary addressed as follows: Biofrontera Inc., Attn: Corporate Secretary, 120 Presidential Way, Suite 330, Woburn, MA 01801, or via e-mail to annualmeeting@bfri.com. The communications will be reviewed by the Delaware General Corporation Law,Corporate Secretary. The Corporate Secretary will forward such communication to our stockholders are not entitledboard of directors or to appraisalany individual director to whom the communication is addressed unless the communication is unduly frivolous, hostile, threatening or dissenter’s rights with respect tosimilarly inappropriate, in which case the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.Corporate Secretary shall discard the communication.

Accounting MattersBoard Diversity Matrix

The Reverse Stock Split will not affectmatrix below summarizes certain information regarding the par valuediversity of our common stock. As a result, onBoard as of the effective date of this proxy statement. Each of the reverse stock split,categories listed in the stated capital account on our balance sheet attributable totable below has the common stock will be reduced by at least up to 96% of its present amount, as the case may be, based on the ratio for the reverse stock split as determined by our Board, with the additional paid-in capital account being credited with the amount by which the stated capital account is reduced. The per share net loss and net book value of our common stock will be retroactively adjusted for each period because there will be fewer shares of our common stock outstanding for all periods presented.meaning set forth in Nasdaq Rule 5605(f).

U.S. Federal Income Tax Consequences of the Reverse Stock SplitBoard Diversity Matrix for Biofrontera Inc.

The following is a summaryAs of certain material U.S. federal income tax consequencesNovember 17, 2023

Total Number of the Reverse Stock Split to the holders of our common stock. It addresses only stockholders who hold our common stock as capital assets. It does not purport to be complete, does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances, does not address U.S. federal estate or gift taxes, the alternative minimum tax or the Medicare tax on investment income, and does not address stockholders subject to special rules, including without limitation financial institutions, tax-exempt organizations, insurance companies, dealers in securities, foreign stockholders, stockholders who hold their pre-Reverse Stock Split shares as part of a straddle, hedge or conversion transaction, and stockholders who acquired their pre-Reverse Stock Split shares pursuant to the exercise of employee stock options or otherwise as compensation. In addition, this summary does not consider or discuss the tax treatment of partnerships or other pass-through entities or persons that hold our shares through such entities.Directors: 5

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), regulations, rulings, and decisions in effect on the date hereof, all of which are subject to change (possibly with retroactive effect) and to differing interpretations. It does not address tax considerations under state, local, foreign and other laws. This summary is for general information purposes only, and the tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the Reverse Stock Split.