UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Biofrontera AG |
| (Name of Issuer) |
Ordinary Shares, nominal value €1.00 per share (including Ordinary Shares represented by American Depository Shares (ADSs) at a ratio of two Ordinary Shares per ADS) |
| (Title of Class of Securities) |
| 09075G105 ** |
| (CUSIP Number) |
Rolf Birkert Member of the Board Ziegelhaeuser Landstrasse 1 69120 Heidelberg Germany +49 6221 649 24 – 35 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| February 16, 2018 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** The Ordinary Shares have no CUSIP number. The CUSIP number for the ADSs, each representing two Ordinary Shares, is 09075G105.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP 09075G105 | 13D | Page 2 of 13 |
| 1 | NAMES OF REPORTING PERSONS ABC Beteiligungen Aktiengesellschaft
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
1,000 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
1,000 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,079,467 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.9% (2) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | Of the7,079,467shares reported in this Schedule 13D as the aggregate amount beneficially owned by each Reporting Person, 1,000 shares are held by ABC Beteiligungen Aktiengesellschaft (“ABC”), 4,125,639shares and 26,097 ADSs (each representing two shares) are held by Deutsche Balaton Aktiengesellschaft (“DB”), and 2,900,634 shares are held by Delphi Unternehmensberatung Aktiengesellschaft (“DU”). DB owns a majority interest in ABC. VV Beteiligungen Aktiengesellschaft (“VVB”) owns a majority interest in DB. DU owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the board of management of VVB and DU. Each of DB, VVB, DU, and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to the shares held by ABC and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein. Each of VVB, DU, and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein. Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DU and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (2) | Based upon 44,506,980 shares outstanding as of May 30, 2018. |
| CUSIP 09075G105 | 13D | Page 3 of 13 |
| 1 | NAMES OF REPORTING PERSONS Deutsche Balaton Aktiengesellschaft
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
4,178,833 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
4,178,833 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,079,467 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.9% (2) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | Of the7,079,467shares reported in this Schedule 13D as the aggregate amount beneficially owned by each Reporting Person, 1,000 shares are held by ABC, 4,125,639shares and 26,097 ADSs (each representing two shares) are held by DB, and 2,900,634 shares are held by DU. DB owns a majority interest in ABC. VVB owns a majority interest in DB. DU owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the board of management of VVB and DU. Each of DB, VVB, DU, and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to the shares held by ABC and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein. Each of VVB, DU and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein. Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DU and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (2) | Based upon 44,506,980 shares outstanding as of May 30, 2018. |
| CUSIP 09075G105 | 13D | Page 4 of 13 |
| 1 | NAMES OF REPORTING PERSONS VV Beteiligungen Aktiengesellschaft
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
4,178,833 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
4,178,833 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,075,040 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.9% (2) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | Of the7,079,467shares reported in this Schedule 13D as the aggregate amount beneficially owned by each Reporting Person, 1,000 shares are held by ABC, 4,125,639shares and 26,097 ADSs (each representing two shares) are held by DB, and 2,900,634 shares are held by DU. DB owns a majority interest in ABC. VVB owns a majority interest in DB. DU owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the board of management of VVB and DU. Each of DB, VVB, DU, and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to the shares held by ABC and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein. Each of VVB, DU and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein. Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DU and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (2) | Based upon 44,506,980 shares outstanding as of May 30, 2018. |
| CUSIP 09075G105 | 13D | Page 5 of 13 |
| 1 | NAMES OF REPORTING PERSONS Delphi Unternehmensberatung Aktiengesellschaft
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
7,079,467 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
7,079,467 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,079,467 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.9% (2) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | Of the7,079,467shares reported in this Schedule 13D as the aggregate amount beneficially owned by each Reporting Person, 1,000 shares are held by ABC, 4,125,639 shares and 26,097 ADSs (each representing two shares) are held by DB, and 2,900,634 shares are held by DU. DB owns a majority interest in ABC. VVB owns a majority interest in DB. DU owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the board of management of VVB and DU. Each of DB, VVB, DU, and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to the shares held by ABC and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein. Each of VVB, DU and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein. Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DU and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (2) | Based upon 44,506,980 shares outstanding as of May 30, 2018. |
| CUSIP 09075G105 | 13D | Page 6 of 13 |
| 1 | NAMES OF REPORTING PERSONS Wilhelm Konrad Thomas Zours
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Germany |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
7,079,467 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
7,079,467 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,079,467 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.9% (2) |
| 14 | TYPE OF REPORTING PERSON
IN |
| (1) | Of the7,079,467shares reported in this Schedule 13D as the aggregate amount beneficially owned by each Reporting Person, 1,000 shares are held by ABC, 4,125,639shares and 26,097 ADSs (each representing two shares) are held by DB, and 2,900,634 shares are held by DU. DB owns a majority interest in ABC. VVB owns a majority interest in DB. DU owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the board of management of VVB and DU. Each of DB, VVB, DU, and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to the shares held by ABC and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein. Each of VVB, DU and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein. Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DU and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (2) | Based upon 44,506,980 shares outstanding as of May 30, 2018. |
| CUSIP 09075G105 | 13D | Page 7 of 13 |
Item 1. Security and Issuer
This statement on Schedule 13D (the “Schedule 13D”) relates to the ordinary shares, nominal value €1.00 per share (the “Ordinary Shares”), of Biofrontera AG (the “Issuer”). The principal executive offices of the Issuer are located at Hemmelrather Weg 201D-51377 Leverkusen Germany.
Item 2. Identity and Background
| (a) | This statement is being filed byABC Beteiligungen Aktiengesellschaft (“ABC”), Deutsche Balaton Aktiengesellschaft (“DB”), VV Beteiligungen Aktiengesellschaft (“VVB”), Delphi Unternehmensberatung Aktiengesellschaft (“DU”), and Wilhelm Konrad Thomas Zours, which are collectively referred to as the “Reporting Persons.” |
| (b) | The address of the principal business office of each of the Reporting Persons is Ziegelhäuser Landstraße 1 Heidelberg, Germany, 69120. |
| (c) | The principal business of each of ABC, DB, and VVB is to hold and dispose of equity and equity-related investments. The principal business of DU is to provide consulting services and to hold and dispose of equity and equity-related investments. DB owns a majority interest in ABC; VVB owns a majority interest in DB; and DU owns a majority interest in VVB.Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the board of management of VVB and DU. |
(d) – (e) During the past five years, none of the Reporting Persons has been, and to their respective knowledge, none of the Scheduled Persons (as defined below) has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) ABC, DB, VVB, and DU are each organized under the laws of Germany. Mr. Zours is a citizen of Germany.
The name, present business address, present principal occupation, and place of citizenship of the member(s) of the Board of Management of each Reporting Person is set forth on Schedule 1 (collectively, the “Scheduled Persons,” and each a “Scheduled Person”), and are incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of the Shares reported on herein was cash on hand and the general working capital of the respective purchasers, which may, at any given time, include margin loans made by brokerage firms or banks in the ordinary course of business.
As of May 31, 2018, ABC had invested $3,630.13 (including brokerage commissions) in the Ordinary Shares of the Issuer, DB had invested $14,010,275.27 (including brokerage commissions) in the Ordinary Shares of the Issuer and $354,276.16 in the ADSs of the Issuer, and DU had invested $15,598,254.48 (excluding brokerage commissions) in the Ordinary Shares of the Issuer.
Item 4. Purpose of Transaction
The Reporting Persons intend to acquire further voting rights, if possible at reasonable prices.
Mr. Zours and DU wish to change the composition of the Management Board and Supervisory Board of the Issuer. Mr. Zours and DU are seeking to dismiss Thomas Schaffer, currently Chief Financial Officer of the Issuer, as a member of the Management Board. In addition, Mr. Zours and DU are also in favor of changing the positions among the remaining members of the Management Board to the effect that the current Chairman of the Management Board, Prof. Dr. Hermann Lübbert, will be appointed as a member of the Management Board with responsibility for research, development and approvals and will no longer be the Chairman of the Management Board. It is intended that the Supervisory Board appoints a new Chairman of the Management Board. Furthermore, it is the intention of Mr. Zours and DU to appoint a new Chairman of the Supervisory Board and to amend the composition of the Supervisory Board as follows: (a) resignation of Dr. Granzer from the chairmanship of the Supervisory Board, (b) resignation of Mr. Baumann from the Supervisory Board, (c) resignation of Mr. Borer from the Supervisory Board, and (d) replacement of Mr. Reeth by a shareholder from the free float.
| CUSIP 09075G105 | 13D | Page 8 of 13 |
Item 5. Interest in Securities of the Issuer
(a)Of the7,079,467shares reported in this Schedule 13D as the aggregate amount beneficially owned by each Reporting Person (representing 15.9% of the Issuer’s Ordinary Shares), 1,000 shares are held by ABC (representing 0.0% of the Issuer’s Ordinary Shares),4,125,639shares and 26,097 ADSs (each representing two shares) are held by DB (collectively representing 9.4% of the Issuer’s Ordinary Shares), and 2,900,634 shares are held by DU (representing 6.5% of the Issuer’s Ordinary Shares). DB owns a majority interest in ABC. VVB owns a majority interest in DB. DU owns a majority interest in VVB. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the board of management of VVB and DU. Each of DB, VVB, DU, and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to the shares held by ABC and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein. Each of VVB, DU, and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DB and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein. Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DU and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
All percentages set forth in this Schedule 13D are based upon 44,506,980 Ordinary Shares outstanding as of May 30, 2018.
| (b) | Number of shares as to which each Reporting Person has: |
| (i) | Sole power to vote or to direct the vote of: |
| ABC | 1,000 | |
| DB | 4,178,833 (1) | |
| VVB | 4,178,833 (2) | |
| DU | 7,079,467 (3) | |
| Wilhelm Konrad Thomas Zours | 7,079,467 (4) |
| (ii) | Shared power to vote or to direct the vote of: |
| ABC | 0 | |
| DB | 0 | |
| VVB | 0 | |
| DU | 0 | |
| Wilhelm Konrad Thomas Zours | 0 |
| (iii) | Sole power to dispose or to direct the disposition of: |
| ABC | 1,000 | |
| DB | 4,178,833 (1) | |
| VVB | 4,178,833 (2) | |
| DU | 7,079,467 (3) | |
| Wilhelm Konrad Thomas Zours | 7,079,467 (4) |
| CUSIP 09075G105 | 13D | Page 9 of 13 |
| (iv) | Shared power to dispose or to direct the disposition of: |
| ABC | 0 | |
| DB | 0 | |
| VVB | 0 | |
| DU | 0 | |
| Wilhelm Konrad Thomas Zours | 0 |
| (1) | Includes 1,000 shares held by ABC.DB owns a majority interest in ABC. |
| (2) | Includes 1,000 shares held by ABC and 4,121,212 shares and 26,097 ADSs (each representing two shares) held by DB. VVB owns a majority interest in DB. |
| (3) | Includes 1,000 shares held by ABC and 4,121,212 shares and 26,097 ADSs (each representing two shares) held by DB. DU owns a majority interest in VVB. |
| (4) | Includes 1,000 shares held by ABC, 4,125,639 shares and 26,097 ADSs (each representing two shares) held by DB, and 2,900,634 shares held by DU. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member of the board of management of VVB and DU. |
(c) During the past 60 days, the Reporting Persons have conducted transactions in the shares as reflected on Schedule 2.
(d) – (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not Applicable.
Item 7. Material to Be Filed as Exhibits
| 99.1 | Joint Filing Agreement |
| CUSIP 09075G105 | 13D | Page 10 of 13 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 4, 2018
| ABC BETEILIGUNGEN AKTIENGESELLSCHAFT | ||
| By: | /s/ Rolf Birkert | |
| Rolf Birkert | ||
| DEUTSCHE BALATON AKTIENGESELLSCHAFT | |||
| By: | /s/ Rolf Birkert | /s/ Jens Jüttner | |
| Rolf Birkert | Jens Jüttner | ||
| VV BETEILIGUNGEN AKTIENGESELLSCHAFT | ||
| By: | /s/ Wilhelm Konrad Thomas Zours | |
| Wilhelm Konrad Thomas Zours | ||
| DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT | ||
| By: | /s/ Wilhelm Konrad Thomas Zours | |
| Wilhelm Konrad Thomas Zours | ||
/s/ Wilhelm Konrad Thomas Zours | ||
| Wilhelm Konrad Thomas Zours | ||
| CUSIP 09075G105 | 13D | Page 11 of 13 |
Schedule 1
Members of Management of the Reporting Persons
The sole member of the Board of Management of ABC is Rolf Birkert. The members of the Board of Management of DB are Rolf Birkert and Jens Jüttner. The sole member of the Board of Management of each of VVB and DU is Wilhelm Konrad Thomas Zours.
The following table sets forth the name, present occupation or employment and citizenship of each such person.
| Name | Present Business Address | Present Occupation | Citizenship | |||
| Rolf Birkert | Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany | Member of the Board Deutsche Balaton Aktiengesellschaft | Germany | |||
| Jens Jüttner | Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany | Member of the Board Deutsche Balaton Aktiengesellschaft | Germany | |||
| Wilhelm Konrad Thomas Zours | Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany | Sole Member of the Board Delphi Unternehmensberatung Aktiengesellschaft | Germany |
| CUSIP 09075G105 | 13D | Page 12 of 13 |
Schedule 2
| Person | Instrument | Transaction Date | Quantity Purchased | Price per Instrument | Place of Transaction | |||||
| DU | Biofrontera ordinary shares | April 6, 2018 | 899 | 5.7200 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 6, 2018 | 2,500 | 5.7400 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 9, 2018 | 3,200 | 5.7100 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 9, 2018 | 5,000 | 5.7300 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 9, 2018 | 5,000 | 5.7300 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 9, 2018 | 4,000 | 5.7300 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 9, 2018 | 7,009 | 5.6700 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 9, 2018 | 6,000 | 5.7000 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 9, 2018 | 4,000 | 5.7000 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 9, 2018 | 9,101 | 5.7200 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 10, 2018 | 9,764 | 5.6200 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 10, 2018 | 5,000 | 5.6500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 10, 2018 | 12,991 | 5.6700 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 11, 2018 | 236 | 5.5100 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 11, 2018 | 3,703 | 5.5100 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 11, 2018 | 4,000 | 5.5100 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 12, 2018 | 2,519 | 5.5500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 16, 2018 | 8,000 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 17, 2018 | 2,668 | 5.7100 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 25, 2018 | 4,000 | 5.6200 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 25, 2018 | 9,332 | 5.7100 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 26, 2018 | 4,643 | 5.5000 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 27, 2018 | 37 | 5.6500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 27, 2018 | 3,150 | 5.6500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 27, 2018 | 2,200 | 5.6900 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 30, 2018 | 50,000 | 5.4050 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 30, 2018 | 2,200 | 5.4400 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 30, 2018 | 3,200 | 5.4800 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 30, 2018 | 2,200 | 5.5100 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 30, 2018 | 4,000 | 5.5600 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | April 30, 2018 | 12,000 | 5.6300 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 2, 2018 | 12,000 | 5.2200 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 2, 2018 | 3,200 | 5.3400 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 3, 2018 | 5,000 | 5.6800 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 3, 2018 | 4,800 | 5.5122 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 7, 2018 | 2,722 | 5.9000 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 9, 2018 | 10,979 | 5.8509 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 9, 2018 | 2,200 | 5.8900 € | Xetra Frankfurt / Main |
| CUSIP 09075G105 | 13D | Page 13 of 13 |
| Person | Instrument | Transaction Date | Quantity Purchased | Price per Instrument | Place of Transaction | |||||
| DU | Biofrontera ordinary shares | May 9, 2018 | 2,500 | 5.8700 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 9, 2018 | 2,300 | 5.8900 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 10, 2018 | 2,687 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 10, 2018 | 3,000 | 5.8500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 11, 2018 | 12,000 | 5.7600 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 11, 2018 | 10,000 | 5.7400 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 11, 2018 | 2,000 | 5.7100 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 11, 2018 | 3,200 | 5.7300 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 152 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 567 | 5.7400 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 1,949 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 626 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 992 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 751 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 1 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 532 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 2,672 | 5.7400 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 1,140 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 14, 2018 | 3,818 | 5.6600 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 15, 2018 | 2,571 | 5.7800 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 15, 2018 | 2,699 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 16, 2018 | 729 | 5.7800 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 16, 2018 | 7,853 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 18, 2018 | 1,733 | 5.7200 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 18, 2018 | 1,004 | 5.7300 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 18, 2018 | 3,448 | 5.7500 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 18, 2018 | 7,413 | 5.7400 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 18, 2018 | 3,200 | 5.7568 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 18, 2018 | 85 | 5.6600 € | Xetra Frankfurt / Main | |||||
| DU | Biofrontera ordinary shares | May 18, 2018 | 1,650 | 5.7400 € | Xetra Frankfurt / Main | |||||
| ABC | Biofrontera ordinary shares | May 23, 2018 | -17,000 | 5.6300 € | Xetra Frankfurt / Main | |||||
| ABC | Biofrontera ordinary shares | May 24, 2018 | -1,000 | 5.6000 € | Xetra Frankfurt / Main | |||||
| ABC | Biofrontera ordinary shares | May 24, 2018 | -1,000 | 5.5900 € | Xetra Frankfurt / Main | |||||
| DB | Biofrontera ordinary shares | May 24, 2018 | 15,000 | 5.6300 € | Xetra Frankfurt / Main | |||||
| DB | Biofrontera ordinary shares | May 31, 2018 | 4,427 | 5.7199 € | Xetra Frankfurt / Main |
