Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 28, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40943 | |
Entity Registrant Name | Biofrontera Inc. | |
Entity Central Index Key | 0001858685 | |
Entity Tax Identification Number | 47-3765675 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 120 Presential Way | |
Entity Address, Address Line One | Suite 330 | |
Entity Address, City or Town | Woburn | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01801 | |
City Area Code | 781 | |
Local Phone Number | 245-1325 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,600,000 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | BFRI | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $5.00 per share | |
Trading Symbol | BFRIW | |
Security Exchange Name | NASDAQ |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,716 | $ 8,080 |
Accounts receivable, net | 2,007 | 3,216 |
Accounts receivable, related parties | 39 | 73 |
Inventories | 5,439 | 7,091 |
Prepaid expenses and other current assets | 936 | 1,116 |
Total current assets | 10,137 | 19,576 |
Property and equipment, net | 289 | 370 |
Intangible asset, net | 3,555 | 3,869 |
Other assets | 1,373 | 323 |
Total assets | 15,354 | 24,138 |
Current liabilities: | ||
Accounts payable | 367 | 176 |
Accounts payable, related parties | 1,662 | 1,538 |
Accrued expenses and other current liabilities | 9,262 | 2,706 |
Total current liabilities | 11,291 | 4,420 |
Long-term liabilities: | ||
Acquisition contract liabilities, net | 15,795 | 13,828 |
Other liabilities | 5,648 | 62 |
Total liabilities | 32,734 | 18,310 |
Commitments and contingencies (see Note 18) | ||
Stockholder’s equity(deficit): | ||
Common Stock, $0.001 par value, 300,000,000 shares authorized; 8,000,000 shares issued and outstanding | 8 | 8 |
Additional paid-in capital | 46,986 | 46,986 |
Accumulated deficit | (64,374) | (41,166) |
Total stockholder’s equity (deficit) | (17,380) | 5,828 |
Total liabilities and stockholder’s equity (deficit) | $ 15,354 | $ 24,138 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 8,000,000 | 8,000,000 |
Common stock, shares outstanding | 8,000,000 | 8,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenues, net | $ 4,334 | $ 3,252 | $ 14,932 | $ 10,277 |
Operating expenses | ||||
Cost of revenues, related party | 2,249 | 567 | 7,630 | 4,025 |
Cost of revenues, other | 41 | 446 | 339 | 617 |
Selling, general and administrative | 17,090 | 4,191 | 27,412 | 13,557 |
Selling, general and administrative, related party | 160 | 111 | 520 | 397 |
Restructuring costs | 199 | 181 | 654 | 861 |
Change in fair value of contingent consideration | 700 | 100 | 1,698 | 238 |
Total operating expenses | 20,439 | 5,596 | 38,253 | 19,695 |
Loss from operations | (16,105) | (2,344) | (23,321) | (9,418) |
Other income (expense) | ||||
Interest expense, net | (86) | (744) | (255) | (2,113) |
Other income (expense), net | 185 | 164 | 419 | 796 |
Total other income (expense) | 99 | (580) | 164 | (1,317) |
Loss before income taxes | (16,006) | (2,924) | (23,157) | (10,735) |
Income tax expense | 6 | 61 | 51 | 66 |
Net loss | $ (16,012) | $ (2,985) | $ (23,208) | $ (10,801) |
Loss per common share: | ||||
Basic and diluted | $ (2) | $ (2,984.67) | $ (2.90) | $ (10,800.96) |
Weighted-average common shares outstanding: | ||||
Basic and diluted | 8,000,000 | 1,000 | 8,000,000 | 1,000 |
Product [Member] | ||||
Total revenues, net | $ 4,319 | $ 3,236 | $ 14,890 | $ 10,230 |
Due to Related Party [Member] | ||||
Total revenues, net | $ 15 | $ 16 | $ 42 | $ 47 |
Statements of Stockholder's Equ
Statements of Stockholder's Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 0 | $ (30,179) | $ (30,179) | |
Balance, shares at Dec. 31, 2019 | 1,000 | |||
Net loss | (10,801) | (10,801) | ||
Ending balance, value at Sep. 30, 2020 | $ 0 | (40,980) | (40,980) | |
Ending Balance, shares at Sep. 30, 2020 | 1,000 | |||
Beginning balance, value at Jun. 30, 2020 | $ 0 | (37,995) | (37,995) | |
Balance, shares at Jun. 30, 2020 | 1,000 | |||
Net loss | (2,985) | (2,985) | ||
Ending balance, value at Sep. 30, 2020 | $ 0 | (40,980) | (40,980) | |
Ending Balance, shares at Sep. 30, 2020 | 1,000 | |||
Beginning balance, value at Dec. 31, 2020 | $ 8 | 46,986 | (41,166) | 5,828 |
Balance, shares at Dec. 31, 2020 | 8,000,000 | |||
Net loss | (23,208) | (23,208) | ||
Ending balance, value at Sep. 30, 2021 | $ 8 | 46,986 | (64,374) | (17,380) |
Ending Balance, shares at Sep. 30, 2021 | 8,000,000 | |||
Beginning balance, value at Jun. 30, 2021 | $ 8 | 46,986 | (48,362) | (1,368) |
Balance, shares at Jun. 30, 2021 | 8,000,000 | |||
Net loss | (16,012) | (16,012) | ||
Ending balance, value at Sep. 30, 2021 | $ 8 | $ 46,986 | $ (64,374) | $ (17,380) |
Ending Balance, shares at Sep. 30, 2021 | 8,000,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||||
Net loss | $ (16,012,000) | $ (2,985,000) | $ (23,208,000) | $ (10,801,000) | ||
Adjustments to reconcile net loss to cash flows used in operations: | ||||||
Depreciation | 29,000 | 36,000 | 95,000 | 109,000 | ||
Amortization of acquired intangible assets | 314,000 | 314,000 | ||||
Change in fair value of contingent consideration | 700,000 | 100,000 | 1,698,000 | 238,000 | $ 140,000 | $ 962,000 |
Gain from disposal of property and equipment | (2,000) | |||||
Provision for inventory obsolescence | 31,000 | 401,000 | ||||
Provision for (recovery of) doubtful accounts | 36,000 | (6,000) | ||||
Non-cash interest expense | 268,000 | 268,000 | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable and related party receivables | 1,210,000 | 3,375,000 | ||||
Prepaid expenses and other assets | 234,000 | 519,000 | ||||
Inventories | 1,613,000 | 873,000 | ||||
Accounts payable and related party payables | 308,000 | (6,546,000) | ||||
Accrued expenses and other liabilities | 11,676,000 | (448,000) | ||||
Cash flows used in operating activities | (5,725,000) | (11,706,000) | ||||
Cash flows from investing activities: | ||||||
Purchases of property and equipment | (2,000) | |||||
Cash flows used in investing activities | (2,000) | |||||
Cash flows from financing activities: | ||||||
Proceeds from related party indebtedness | 5,500,000 | |||||
Proceeds from start-up cost financing | 3,356,000 | |||||
Payment of deferred offering costs | (638,000) | |||||
Cash flows provided by (used in) financing activities | (638,000) | 8,856,000 | ||||
Net decrease in cash and cash equivalents | (6,365,000) | (2,850,000) | ||||
Cash, cash equivalents and restricted cash, at the beginning of the period | 8,278,000 | 7,452,000 | 7,452,000 | |||
Cash, cash equivalents and restricted cash, at the end of the period | $ 1,913,000 | $ 4,602,000 | 1,913,000 | 4,602,000 | $ 8,278,000 | $ 7,452,000 |
Supplemental disclosure of cash flow information | ||||||
Interest paid - related party | 1,740,000 | |||||
Income tax paid, net | 9,000 | 65,000 | ||||
Supplemental non-cash investing and financing activities | ||||||
Deferred offering costs included in accrued expenses and other liabilities | 460,000 | |||||
Non-cash purchase of fixed assets included in accounts payable and related party payable | $ 13,000 |
Business Overview
Business Overview | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | 1. Business Overview We are a U.S.-based biopharmaceutical company specializing in the commercialization of pharmaceutical products for the treatment of dermatological conditions, in particular, diseases caused primarily by exposure to sunlight that results in sun damage to the skin. Our principal licensed products focus on the treatment of actinic keratoses, which are skin lesions that can sometimes lead to skin cancer. We also market a licensed topical antibiotic for treatment of impetigo, a bacterial skin infection. Our principal product is Ameluz ® ® ® ® ® Our second prescription drug product is Xepi ® ® ® Note 14, Related Party Transactions Liquidity and Going Concern We devote a substantial portion of our cash resources to the commercialization of our licensed products, Ameluz®, BF-RhodoLED® and Xepi®. We have historically financed our operating and capital expenditures through cash proceeds generated from our product sales and proceeds received in connection with the Intercompany Revolving Loan Agreement with our parent, Biofrontera AG. On December 31, 2020, the Company agreed to convert the outstanding principal balance of the revolving debt in the amount of $ 47.0 7,999,000 5.875 47.0 Since inception, we have incurred losses and generated negative cash flows from operations. As of December 31, 2020, we had an accumulated deficit of $ 41.2 million and cash and cash equivalents of $ 8.1 million. As of September 30, 2021, we had an accumulated deficit of $ 64.4 million, which is inclusive of a legal settlement liability of $ 11.25 Legal Proceedings section in Note 19 and cash and cash equivalents of $ 1.7 million. We expect to continue to generate revenue from product sales. We also expect to continue to incur operating losses from significant sales and marketing efforts in the U.S as we seek to expand the commercialization of Ameluz® and Xepi ® Our future growth is dependent on our ability to obtain equity or debt financing. On March 31, 2021, we entered into the Second Intercompany Revolving Loan Agreement with Biofrontera AG for $ 20 two-year term On November 2, 2021, we completed an initial public offering (“IPO”) and issued and sold 3,600,000 0.001 5.00 540,000 5.00 15.4 On November 24 and November 26, 2021, investors exercised their warrants to purchase a total of 854,000 5.00 3.9 On November 29, 2021, we entered into a securities purchase agreement with a single institutional investor for the purchase of 2,857,143 2,857,143 5.25 5.25 five years 15.0 With the funds available under the Second Intercompany Revolving Loan Agreement, the net proceeds from the IPO, and the proceeds from the private placement offering, we will have sufficient funds to support the operating, investing, and financing activities of the Company through at least twelve months from the date of the issuance of the interim financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis for Preparation of the Financial Statements The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. The balance sheet as of December 31, 2020 was derived from the Company’s audited financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2020, included in the Company’s final prospectus for the Company’s initial public offering, as filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, on November 1, 2021 (“Final Prospectus”). In the opinion of management, the interim unaudited condensed financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position for the periods presented. The results for the interim periods presented are not necessarily indicative of future results. The financial statements are presented in U.S. dollars (“USD”) or thousands of USD. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), amending accounting guidance to simplify the accounting for income taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The amendments also clarify and simplify other aspects of the accounting for income taxes. The Company adopted ASU 2019-12 on January 1, 2021. The adoption did not have a material impact on the Company’s financial statements and disclosures for the nine months ended September 30, 2021. Recently Issued Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Acquisition Contract Liabilitie
Acquisition Contract Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Acquisition Contract Liabilities | 3. Acquisition Contract Liabilities On March 25, 2019, we entered into an agreement (as amended, the “Share Purchase Agreement”) with Maruho Co, Ltd. (“Maruho”) to acquire 100 29.9 The acquisition of Cutanea has enabled us to market Xepi ® After the date of acquisition, we were entitled to restructure the business of Cutanea and be reimbursed by Maruho for these restructuring costs. These restructuring costs Maruho agreed to pay are referred to as “SPA Costs” under the arrangement and are to be accounted for as other income in the period the amounts are determined in accordance with ASC 810. Refer to Note 15, Restructuring costs Pursuant to the Share Purchase Agreement, Maruho agreed to provide $ 7.3 million in start-up cost financing for Cutanea’s redesigned business activities (“start-up costs”). These start-up costs are to be paid back to Maruho by the end of 2023 in accordance with contractual obligations related to an earn-out arrangement. In addition, as part of the earn-out arrangement with Maruho, the product profit amount from the sale of Cutanea products as defined in the share purchase agreement will be shared equally between Maruho and Biofrontera until 2030 (“contingent consideration”). In connection with this acquisition, we recorded: (i) a $ 4.6 ® Note 9, Intangible Asset, net 1.7 6.5 5.7 69,000 6.5 The contract asset related to the start-up cost financing is amortized on a straight-line basis using a 6.0 57 December 31, 2023 The contingent consideration was recorded at acquisition-date fair value using a Monte Carlo simulation with an assumed discount rate of 6.0 % over the applicable term. The contingent consideration is recorded within acquisition contract liabilities, net. The amount of contingent consideration that could be payable is not subject to a cap under the agreement. The Company re-measures contingent consideration and re-assesses the underlying assumptions and estimates at each reporting period. Acquisition contract liabilities, net consist of the following: Schedule of Acquisition Contact Liabilities (in thousands) September 30, 2021 December 31, 2020 Contingent consideration $ 9,300 $ 7,602 Start-up cost financing 7,300 7,300 Contract asset (805 ) (1,074 ) Acquisition contract liabilities, net $ 15,795 $ 13,828 Contingent consideration, which relates to the estimated profits from the sale of Cutanea products to be shared equally with Maruho, is reflected at fair value within acquisition contract liabilities, net on the balance sheets. The fair value is based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. The valuation of the contingent consideration utilizes a Monte Carlo simulation model, which incorporates the following key assumptions and estimates: (i) the product profit amount to be shared equally with Maruho, (ii) remaining contractual term, (iii) risk discount rate, and (iv) payment discount rate of 6.0 The following table provides a roll forward of the fair value of the contingent consideration: Schedule of Fair Value of Contingent Consideration (in thousands) Balance at December 31, 2018 $ - Issuance of contingent consideration at acquisition date 6,500 Change in fair value of contingent consideration 962 Balance at December 31, 2019 $ 7,462 Change in fair value of contingent consideration 140 Balance at December 31, 2020 $ 7,602 Change in fair value of contingent consideration 1,698 Balance at September 30, 2021 $ 9,300 The change in fair value of the contingent consideration is recorded in operating expenses in the statements of operations. The fair value of the contingent consideration increased $ 0.7 1.7 0.1 0.2 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 4. Revenue We generate revenue primarily through the sales of our products Ameluz ® ® ® ® ® ® Schedule of Revenue Sales of (in thousands) 2021 2020 2021 2020 For three months ended For nine months ended (in thousands) 2021 2020 2021 2020 Product revenues, net $ 4,319 $ 3,236 $ 14,890 $ 10,230 Related party revenues 15 16 42 47 Revenues, net $ 4,334 $ 3,252 $ 14,932 $ 10,277 We generated $ 4.3 14.6 ® ® 73,000 0.3 ® During the three and nine months ended September 30, 2020, we generated $ 3.1 9.7 ® 54,000 0.2 ® 86,000 0.3 ® Related party revenue relates to an agreement with Biofrontera Bioscience GmbH (“Bioscience”) for BF-RhodoLED ® Note 14, Related Party Transactions An analysis of the changes in product revenue allowances and reserves is summarized as follows: Schedule of Tabular Disclosure of Revenue Allowance and Accrual Activities (in thousands): Returns program discounts rebates Total Co-pay Prompt Government assistance pay and payor (in thousands): Returns program discounts rebates Total Balance at December 31, 2020 $ 217 $ 52 $ 15 $ 43 $ 327 Provision related to current period sales 2 211 6 119 339 Credit or payments made during the period (142 ) (263 ) (5 ) (113 ) (523 ) Balance at September 30, 2021 $ 77 $ - $ 16 $ 49 $ 143 |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, net | 5. Accounts Receivable, net Accounts receivable are mainly attributable to the sale of Ameluz ® ® ® The allowance for doubtful accounts was $ 9,000 40,000 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories are comprised of Ameluz ® ® ® In assessing the consumption of inventories, the sequence of consumption is assumed to be based on the first-in-first-out (FIFO) method. During the three and nine months ended September 30, 2021, we recorded a $ (3,000) 31,000 ® 0.4 0.4 ® |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: Schedule of Prepaid Expenses and Other Current Assets (in thousands) September 30, December 31, 2020 Prepaid expenses $ 390 $ 497 Security deposits 121 121 Other 425 498 Total $ 936 $ 1,116 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment, net consists of the following: Schedule of Property and Equipment (in thousands) September 30, 2021 December 31, 2020 Computer equipment $ 81 74 Computer software 27 27 Furniture & fixtures 81 81 Leasehold improvement 368 368 Machinery & equipment 106 106 Office equipment 5 5 Property and equipment, gross 668 661 Less: Accumulated depreciation (379 ) (291 ) Property and equipment, net $ 289 $ 370 Depreciation expense is included in selling, general and administrative expense on the statements of operations. Depreciation expense was $ 29,000 95,000 36,000 109,000 |
Intangible Asset, Net
Intangible Asset, Net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset, Net | 9. Intangible Asset, Net Intangible asset, net consists of the following: Schedule of Intangible Asset Net (in thousands) September 30, 2021 December 31, Xepi ® $ 4,600 $ 4,600 Less: Accumulated amortization (1,045 ) (731 ) Intangible asset, net $ 3,555 $ 3,869 The Xepi ® 4.6 11 0.1 0.3 0.1 0.3 0.4 We review the Xepi ® ® ® The Company did not recognize any intangible asset impairment charges during the three and nine months ended September 30, 2021 or 2020. |
Statement of Cash Flows
Statement of Cash Flows | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Statement of Cash Flows | 10. Statement of Cash Flows The following table provides a reconciliation of cash, cash equivalents, and restricted cash that sum to the total shown in the statements of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (in thousands) September 30, 2021 December 31, Cash and cash equivalents $ 1,716 $ 8,080 Short-term restricted cash 47 48 Long-term restricted cash 150 150 Total cash, cash equivalent, and restricted cash shown on the statements of cash flows $ 1,913 $ 8,278 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 11. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: Schedule of Accrued Expenses and Other Current Liabilities (in thousands) September 30, 2021 December 31, 2020 Legal settlement $ 5,625 $ - Employee compensation and benefits 1,803 1,781 Professional fees 744 170 Product revenue allowances and reserves 143 327 Restructuring liability 63 - Other 884 428 Total $ 9,262 $ 2,706 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 12. Other Long-Term Liabilities Other long-term liabilities consist of the following: Schedule of Other Long Term Liabilities (in thousands) September 30, December 31, 2020 Legal settlement - noncurrent $ 5,625 $ - Other 23 62 Total $ 5,648 $ 62 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes As part of Congress’s response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), was signed into United States law on March 27, 2020 and modifies certain provisions of the Tax Cuts and Jobs Act, enacted in 2017, with respect to net operating losses. Under the CARES Act, the limitation on the deduction of net operating losses to 80 As a result of the net losses we have incurred since inception, we have recorded no provision for federal income taxes during such periods. Income tax expense incurred for the three and nine months ended September 30, 2021 and 2020 relates to state income taxes. At September 30, 2021 and December 31, 2020, the Company had no Interest and penalty charges, if any, related to unrecognized tax benefits would be classified as income tax expense in the accompanying statements of operations. As of September 30,2021, and December 31, 2020, the Company has no |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions License and Supply Agreement On July 15, 2016, the Company executed an exclusive license and supply agreement with Pharma, which was amended in July 2019 to increase the Ameluz transfer price per unit from 35.0% to 50.0% of the anticipated net selling price per unit as defined in the agreement. Under the agreement, the Company obtained an exclusive, non-transferable license to use the Pharma’s technology to market and sell the licensed products, Ameluz ® ® no consideration paid for the transfer of the license. Refer to Note 21 Subsequent Events, for amendment to license and supply agreement dated October 8, 2021. Purchases of the licensed products during the three and nine months ended September 30, 2021 were $ 1.0 million and $ 5.7 million respectively, and recorded in inventories in the balance sheets, and, when sold, in cost of revenues, related party in the statements of operations. Purchases of the licensed products during the three and nine months ended September 30, 2020 were $ 0.3 million and $ 5.6 million. Amounts due and payable to Pharma as of September 30, 2021 and December 31, 2020 were $ 1.3 million, which were recorded in accounts payable, related parties in the balance sheets. Loan Agreement On June 19, 2015, the Company entered into a 6% no no 0.7 1.9 On December 31, 2020, the Company agreed to convert the outstanding principal balance of the revolving debt of $ 47.0 7,999,000 5.875 47.0 On March 31, 2021, the Company entered into the Second Intercompany Revolving Loan Agreement with Biofrontera AG for $ 20.0 6.0 Service Agreements On January 1, 2016, the Company executed an intercompany service agreement with Biofrontera AG. Under the agreement, the Company receives services which include accounting consolidation, information technology support, and pharmacovigilance services. On July 2, 2021, we entered into a new intercompany services agreement (“2021 Services Agreement”) which provides for the execution of statements of work that will supersede the applicable provisions of the 2016 Services Agreement. The 2021 Services Agreement enables us to continue relying on Biofrontera AG and its subsidiaries for various services it has historically provided to us, including information technology and pharmacovigilance support. Under the 2021 Services Agreement we have agreed that the applicable provisions related to reimbursement and allocation of expenses in the 2016 Services Agreement will remain in effect until we execute a statement of work under the 2021 Services Agreement that supersedes such provisions. Expenses related to the service agreement were $ 0.2 0.5 0.1 0.4 0.3 0.3 Clinical Lamp Lease Agreement On August 1, 2018, the Company executed a clinical lamp lease agreement with Bioscience to provide lamps and associated services. Total revenue related to the clinical lamp lease agreements was approximately $ 15,000 and $ 16,000 for the three months ended September 30, 2021 and 2020, respectively and recorded as revenues, related party. Total revenue related to the clinical lamp lease agreements was approximately $ 42,000 and $ 47,000 for the nine months ended September 30, 2021 and 2020, respectively. Amounts due from Bioscience for clinical lamp and reimbursement were approximately $ 37,000 and $ 73,000 as of September 30, 2021 and December 31, 2020, respectively, which were recorded as accounts receivable, related parties in the balance sheets. Reimbursements from Maruho Related to Cutanea Acquisition Pursuant to the Cutanea Share Purchase Agreement, we received start-up cost financing and reimbursements for certain SPA costs. Refer to Note 3 - Acquisition Contract Liabilities. For the nine months ended September 30, 2020, the Company received start-up cost financing from Maruho in the amount of $ 3.4 No The amounts reimbursed relating to SPA costs were recorded as other income in the statements of operations as the related expenses were recorded. For the three and nine months ended September 30, 2021, the reimbursed amounts recognized relating to SPA costs were $ 0.2 0.5 million. For the three and nine months ended September 30, 2020, the amounts reimbursed relating to SPA costs were $ 0.2 million and $ 0.7 million, respectively. Amounts due from Maruho were $ 3,000 no Other The Company receives expense reimbursement from Biofrontera AG and Bioscience on quarterly basis for costs incurred on behalf of these entities, which are netted against expenses incurred within selling, general and administrative expenses. Total expense reimbursements were $ 0.2 0.7 0.2 0.6 On August 27, 2020, the Company received $ 1.5 0.1 0.1 1.1 0.3 |
Restructuring costs
Restructuring costs | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring costs | 15. Restructuring costs We restructured the business of Cutanea and incurred restructuring costs which were subsequently reimbursed by Maruho. Restructuring costs primarily relate to Aktipak ® 0.2 0.7 0.2 0.9 As of September 30, 2021, the Company does not expect to incur additional product discontinuation or personnel costs. As of September 30, 2021, the remaining amount the Company expects to incur related to facility exit costs is $ 0.1 million. The expected completion date of the remaining facility exit activities is in the fourth quarter of 2021. |
Interest Expense, net
Interest Expense, net | 9 Months Ended |
Sep. 30, 2021 | |
Interest Expense, net | 16. Interest Expense, net Interest expense, net consists of the following: Schedule of Interest Expense (in thousands) 2021 2020 2021 2020 For three months ended For nine months ended (in thousands) 2021 2020 2021 2020 Related party interest expense $ - $ (661 ) $ - $ (1,868 ) Contract asset interest expense (90 ) (90 ) (268 ) (268 ) Interest income 4 7 13 23 Interest expense, net $ (86 ) $ (744 ) $ (255 ) $ (2,113 ) Related party interest expense consists of interest expenses incurred under our Revolving Loan Agreement with Biofrontera AG. Contract asset interest expense relates to the $ 1.7 7.3 6 December 31, 2023 |
Other Income (Expense), net
Other Income (Expense), net | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), net | 17. Other Income (Expense), net Other income (expense), net consists of the following: Schedule of Other Income (Expenses) (in thousands) 2021 2020 2021 2020 For three months ended September 30, For nine months ended September 30, (in thousands) 2021 2020 2021 2020 Reimbursed SPA costs $ 188 $ 199 $ 472 $ 733 Other, net (3 ) (35 ) (53 ) 63 Other income (expense), net $ 185 $ 164 $ 419 $ 796 Other, net, primarily includes gain (loss) on foreign currency transactions and gain on termination of operating leases. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 18. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders is calculated as follows (in thousands, except share and per share amounts): Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders For three months ended September 30, For nine months ended September 30, 2021 2020 2021 2020 Net loss $ (16,012 ) $ (2,985 ) $ (23,208 ) $ (10,801 ) Weighted average common shares outstanding, basic and diluted 8,000,000 1,000 8,000,000 1,000 Net loss per share, basic and diluted $ (2.00 ) $ (2,984.67 ) $ (2.90 ) $ (10,800.96 ) |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 19. Commitment and Contingencies Facility Leases The Company leases its corporate headquarters under an operating lease that expires in November 2025. The Company provided the landlord with a security deposit in the amount of $ 0.1 In connection with the acquisition of Cutanea, the Company inherited various property leases in Pennsylvania, which were non-cancellable. All Cutanea property leases are operating leases and will end in 2021. A security deposit in the amount of $ 0.1 Rent expense is recorded on a straight-line basis through the end of the lease term. Certain Cutanea office space is subleased to other tenants. The Company incurred rent expense, net of sublease income, in the amount of $ 0.2 0.6 0.2 0.8 Auto Leases The Company also leases autos for its field sales force with a lease payment term of 40 months 0.1 0.4 0.1 0.4 The minimum aggregate payments of all future lease commitments, net of future sublease income, at September 30, 2021, are as follows: Schedule of Future Commitments and Sublease Income (in thousands) Years ending December 31, Gross future lease commitments Sublease income Net future lease commitments 2021 Remaining $ 372 $ (53 ) $ 319 2022 709 - 709 2023 494 - 494 2024 470 - 470 2025 352 - 352 Total $ 2,397 $ (53 ) $ 2,344 Cutanea earnout payments We are obligated to repay to Maruho $ 3.6 3.7 We are also obligated to share product profits with Maruho equally from January 1, 2020 through October 30, 2030. Refer to Note 3, Acquisition Contract Liabilities. Milestone payments with Ferrer Internacional S.A. Under the Xepi LSA, we are obligated to make payments to Ferrer upon the occurrence of certain milestones. Specifically, we must pay Ferrer i) $ 2,000,000 ® 25,000,000 4,000,000 ® 50,000,000 ® Legal proceedings At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of FASB ASC Topic 450, Contingencies Prior to the closing of the IPO, Biofrontera AG shall be responsible for 100% of the legal fees, costs and expenses related to this matter. After the closing of the IPO Biofrontera AG and the Company agreed to share the related legal costs at a rate of 69% and 31%, respectively. On November 29, 2021, the Company entered into a settlement and release agreement with the respect to the above mentioned litigation. In the settlement, the Company and Biofrontera AG together agreed to make an aggregate payment of $22.5 million to settle the claims in the litigation. The Company will be responsible for $11.25 million of the aggregate settlement amount, plus interest accrued at a rate equal to the weekly average 1-year constant maturity Treasury yield ● On the 25th day following the entry into the settlement agreement, the Company will pay 50% of the aggregate amount it owes ● On the 365th day following the entry into the settlement agreement, the Company will pay 25% of the aggregate amount it owes ● On the 730th day following entry into the settlement, the Company will pay 25% of the aggregate amount it owes. As of September 30, 2021, we recorded a legal settlement liability in the amount of $ 11.25 |
Retirement Plan
Retirement Plan | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 20. Retirement Plan The Company has a defined-contribution plan under Section 401(k) of Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company matches 50% of employee contributions up to a maximum of 6% of employees’ salary. During the three and nine months ended September 30, 2021, matching contribution costs paid by the Company were $ 59,000 0.2 31,000 0.2 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events The Company has evaluated events or transactions that occurred after September 30, 2021 for potential recognition or disclosure through November 30, 2021, which is the date these interim financial statements were available to be issued. On October 1, 2021 we entered into an amended employment agreement with Professor Hermann Lübbert, Ph.D. that will become effective upon (i) the consummation of the offering and (ii) the earlier of either of the following occurrences: (a) the date on which Biofrontera AG is first deemed not to control us under German law or (b) the day after his last day of employment with Biofrontera AG. The agreement provides that Prof. Dr. Lübbert will serve as our Executive Chairman and, as long as he remains Chief Executive Officer of Biofrontera AG, devotes 30% of his working capacity to his responsibilities as Executive Chairman and 70% to his responsibilities to Biofrontera AG. If his employment with Biofrontera AG is terminated, he may devote a larger percentage of his working capacity (up to 100%) to the performance of his duties as Executive Chairman, subject to the approval and consent of our board of directors. During the period following the consummation of the Offering that the amended employment agreement is not effective, we will reimburse Biofrontera AG for a portion of his salary to be agreed between us and Biofrontera AG. The agreement also addresses the possible scenario in which Prof. Dr. Lübbert resigns from his position at Biofrontera AG and devotes 100% of his time to his role as Executive Chairman. Upon his resignation from Biofrontera AG, Prof Dr. Lübbert will receive a salary to be determined and approved by our board of directors at that time, which will be commensurate with the scope of his responsibilities and appropriate with respect to the Company’s financial situation. We also agree to allow Prof. Dr. Lübbert to participate in any benefit programs we make available to our employees Prof. Dr. Lübbert is further eligible to receive an annual target performance bonus of up to 100% of his base salary at the time, based on certain annual corporate goals and individual performance goals established annually by our board of directors. No bonus will be paid if our board of directors determines that the target achievement of the respective year was below 70%. On October 8, 2021, we entered into a Corrected Amendment to Amended and Restated License and Supply Agreement for Ameluz to change the purchase price we will pay per unit to Pharma for Ameluz® from 50.0% to an amount to be based on our sales history: - 50% of the anticipated net price per unit until we generate $ 30 - 40% of the anticipated net price per unit for all revenues we generate between $ 30 50 - 30% of the anticipated net price per unit for all revenues we generate above $ 50 The amendment to the Ameluz LSA also entitles us to take over clinical trial and regulatory work under certain circumstances with respect to the indications that Biofrontera AG and its consolidated subsidiaries, Pharma, Bioscience, Biofrontera Neuroscience GmbH, and Biofrontera Development GmbH (collectively, the “Biofrontera Group”) is currently seeking from the FDA (as well as certain other studies identified in the Corrected Amendment to the Ameluz LSA), most of which are described in the Final Prospectus in the section titled “—Our Licensors’ Research and Development Programs—Current Clinical Trials for Ameluz® for the U.S. Market” and subtract the cost of the trials from the transfer price of Ameluz®, but it does not grant that right with respect to any indications that might be pursued in the future. On November 2, 2021, we consummated our IPO of 3,600,000 Units each consisting of (i) one share of common stock of the Company, par value $ 0.001 per share and (ii) one warrant of the Company entitling the holder to purchase one Share at an exercise price of $ 5.00 per Share. The Warrants are immediately exercisable upon issuance and are exercisable for a period of five years after the issuance date. The Shares and Warrants were issued separately in the offering and may be transferred separately immediately upon issuance. The underwriters exercised in full their option to purchase up to an additional 540,000 Warrants to cover over-allotments. The Units were sold at a price of $ 5.00 per Unit, and the Company estimates the net proceeds from the IPO to be $ 15.4 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company. In connection with the IPO, the Company issued to the underwriters Unit Purchase Options to purchase, in the aggregate, (a) 108,000 Units and (b) an additional 16,200 Warrants (relating to the underwriters’ exercise of the over-allotment option in full, with respect to the Warrants). In connection with the consummation of the IPO, on November 2, 2021, Erica Monaco resigned her position on the board of directors of the Company and John J. Borer, Beth J. Hoffman, Ph.D, and Loretta M. Wedge, CPA, CCGMA (collectively, the “Directors”) were appointed to the board of directors of the Company (the “Board”). The Board has determined that each of Dr. Hoffman and Ms. Wedge are independent directors within the meaning of applicable SEC and Nasdaq rules. Effective November 2, 2021, each of the Directors was appointed to the Board’s Audit Committee, the Board’s Nominating and Corporate Governance Committee and the Board’s Compensation Committee. On November 2, 2021, the Company filed an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the IPO. The amendment allowed for a classified board and the issuance of preferred stock. The Board and sole existing stockholder previously approved the Amended and Restated Certificate to be effective upon the consummation of the IPO. On November 24 and November 26, 2021, investors exercised their warrants to purchase a total of 854,000 5.00 3.9 On November 29, 2021, the Company entered into a settlement and release agreement with respect to the previously mentioned litigation. Refer to Legal Proceedings section in Note 19 On November 29, 2021, the Company entered into a securities purchase agreement with a single institutional investor for the purchase of 2,857,143 2,857,143 5.25 5.25 five years 15.0 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis for Preparation of the Financial Statements | Basis for Preparation of the Financial Statements The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. The balance sheet as of December 31, 2020 was derived from the Company’s audited financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2020, included in the Company’s final prospectus for the Company’s initial public offering, as filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, on November 1, 2021 (“Final Prospectus”). In the opinion of management, the interim unaudited condensed financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position for the periods presented. The results for the interim periods presented are not necessarily indicative of future results. The financial statements are presented in U.S. dollars (“USD”) or thousands of USD. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), amending accounting guidance to simplify the accounting for income taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The amendments also clarify and simplify other aspects of the accounting for income taxes. The Company adopted ASU 2019-12 on January 1, 2021. The adoption did not have a material impact on the Company’s financial statements and disclosures for the nine months ended September 30, 2021. |
Recently Issued Accounting Pronouncements Not Yet Effective | Recently Issued Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Acquisition Contract Liabilit_2
Acquisition Contract Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Acquisition Contact Liabilities | Acquisition contract liabilities, net consist of the following: Schedule of Acquisition Contact Liabilities (in thousands) September 30, 2021 December 31, 2020 Contingent consideration $ 9,300 $ 7,602 Start-up cost financing 7,300 7,300 Contract asset (805 ) (1,074 ) Acquisition contract liabilities, net $ 15,795 $ 13,828 |
Schedule of Fair Value of Contingent Consideration | The following table provides a roll forward of the fair value of the contingent consideration: Schedule of Fair Value of Contingent Consideration (in thousands) Balance at December 31, 2018 $ - Issuance of contingent consideration at acquisition date 6,500 Change in fair value of contingent consideration 962 Balance at December 31, 2019 $ 7,462 Change in fair value of contingent consideration 140 Balance at December 31, 2020 $ 7,602 Change in fair value of contingent consideration 1,698 Balance at September 30, 2021 $ 9,300 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Sales of | Schedule of Revenue Sales of (in thousands) 2021 2020 2021 2020 For three months ended For nine months ended (in thousands) 2021 2020 2021 2020 Product revenues, net $ 4,319 $ 3,236 $ 14,890 $ 10,230 Related party revenues 15 16 42 47 Revenues, net $ 4,334 $ 3,252 $ 14,932 $ 10,277 |
Schedule of Tabular Disclosure of Revenue Allowance and Accrual Activities | An analysis of the changes in product revenue allowances and reserves is summarized as follows: Schedule of Tabular Disclosure of Revenue Allowance and Accrual Activities (in thousands): Returns program discounts rebates Total Co-pay Prompt Government assistance pay and payor (in thousands): Returns program discounts rebates Total Balance at December 31, 2020 $ 217 $ 52 $ 15 $ 43 $ 327 Provision related to current period sales 2 211 6 119 339 Credit or payments made during the period (142 ) (263 ) (5 ) (113 ) (523 ) Balance at September 30, 2021 $ 77 $ - $ 16 $ 49 $ 143 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: Schedule of Prepaid Expenses and Other Current Assets (in thousands) September 30, December 31, 2020 Prepaid expenses $ 390 $ 497 Security deposits 121 121 Other 425 498 Total $ 936 $ 1,116 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following: Schedule of Property and Equipment (in thousands) September 30, 2021 December 31, 2020 Computer equipment $ 81 74 Computer software 27 27 Furniture & fixtures 81 81 Leasehold improvement 368 368 Machinery & equipment 106 106 Office equipment 5 5 Property and equipment, gross 668 661 Less: Accumulated depreciation (379 ) (291 ) Property and equipment, net $ 289 $ 370 |
Intangible Asset, Net (Tables)
Intangible Asset, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Asset Net | Intangible asset, net consists of the following: Schedule of Intangible Asset Net (in thousands) September 30, 2021 December 31, Xepi ® $ 4,600 $ 4,600 Less: Accumulated amortization (1,045 ) (731 ) Intangible asset, net $ 3,555 $ 3,869 |
Statement of Cash Flows (Tables
Statement of Cash Flows (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash that sum to the total shown in the statements of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (in thousands) September 30, 2021 December 31, Cash and cash equivalents $ 1,716 $ 8,080 Short-term restricted cash 47 48 Long-term restricted cash 150 150 Total cash, cash equivalent, and restricted cash shown on the statements of cash flows $ 1,913 $ 8,278 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: Schedule of Accrued Expenses and Other Current Liabilities (in thousands) September 30, 2021 December 31, 2020 Legal settlement $ 5,625 $ - Employee compensation and benefits 1,803 1,781 Professional fees 744 170 Product revenue allowances and reserves 143 327 Restructuring liability 63 - Other 884 428 Total $ 9,262 $ 2,706 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long Term Liabilities | Other long-term liabilities consist of the following: Schedule of Other Long Term Liabilities (in thousands) September 30, December 31, 2020 Legal settlement - noncurrent $ 5,625 $ - Other 23 62 Total $ 5,648 $ 62 |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Interest Expense | Interest expense, net consists of the following: Schedule of Interest Expense (in thousands) 2021 2020 2021 2020 For three months ended For nine months ended (in thousands) 2021 2020 2021 2020 Related party interest expense $ - $ (661 ) $ - $ (1,868 ) Contract asset interest expense (90 ) (90 ) (268 ) (268 ) Interest income 4 7 13 23 Interest expense, net $ (86 ) $ (744 ) $ (255 ) $ (2,113 ) |
Other Income (Expense), net (Ta
Other Income (Expense), net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Expenses) | Other income (expense), net consists of the following: Schedule of Other Income (Expenses) (in thousands) 2021 2020 2021 2020 For three months ended September 30, For nine months ended September 30, (in thousands) 2021 2020 2021 2020 Reimbursed SPA costs $ 188 $ 199 $ 472 $ 733 Other, net (3 ) (35 ) (53 ) 63 Other income (expense), net $ 185 $ 164 $ 419 $ 796 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders is calculated as follows (in thousands, except share and per share amounts): Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders For three months ended September 30, For nine months ended September 30, 2021 2020 2021 2020 Net loss $ (16,012 ) $ (2,985 ) $ (23,208 ) $ (10,801 ) Weighted average common shares outstanding, basic and diluted 8,000,000 1,000 8,000,000 1,000 Net loss per share, basic and diluted $ (2.00 ) $ (2,984.67 ) $ (2.90 ) $ (10,800.96 ) |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Commitments and Sublease Income | The minimum aggregate payments of all future lease commitments, net of future sublease income, at September 30, 2021, are as follows: Schedule of Future Commitments and Sublease Income (in thousands) Years ending December 31, Gross future lease commitments Sublease income Net future lease commitments 2021 Remaining $ 372 $ (53 ) $ 319 2022 709 - 709 2023 494 - 494 2024 470 - 470 2025 352 - 352 Total $ 2,397 $ (53 ) $ 2,344 |
Business Overview (Details Narr
Business Overview (Details Narrative) - USD ($) | Nov. 29, 2021 | Nov. 26, 2021 | Nov. 26, 2021 | Nov. 24, 2021 | Nov. 02, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Retained Earnings (Accumulated Deficit) | $ 41,166,000 | $ 64,374,000 | ||||||
Cash and Cash Equivalents, at Carrying Value | $ 8,080,000 | 1,716,000 | ||||||
Legal settlement | $ 11,250,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Subsequent Event [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Common stock, par value | $ 0.001 | |||||||
Warrant exercise price | $ 5 | |||||||
Option to purchase warrant shares | 540,000 | |||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Proceeds from underwriting discounts and commission | $ 3,900,000 | $ 3,900,000 | ||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Warrant exercise price | $ 5 | $ 5 | $ 5 | |||||
Purchase of common stock | 854,000 | 854,000 | ||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||
Subsequent Event [Member] | IPO [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Shares issued price per share | $ 5 | |||||||
Stock description | an initial public offering (“IPO”) and issued and sold 3,600,000 units (“Units”), each consisting of (i) one share of common stock of the Company, par value $0.001 per share (the “Shares”) and (ii) one warrant of the Company (the “Warrants”) entitling the holder to purchase one Share at an exercise price of $5.00 per Share | |||||||
Number of shares sold | 3,600,000 | |||||||
Common stock, par value | $ 0.001 | |||||||
Proceeds from IPO | $ 15,400,000 | |||||||
Purchase of common stock | 3,600,000 | |||||||
Subsequent Event [Member] | IPO [Member] | Warrant [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Warrant exercise price | $ 5 | |||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Proceeds from IPO | $ 15,400,000 | |||||||
Subsequent Event [Member] | Over-Allotment Option [Member] | Warrant [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Option to purchase warrant shares | 540,000 | |||||||
Subsequent Event [Member] | Private Placement [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Proceeds from Issuance of Private Placement | $ 15,000,000 | |||||||
Subsequent Event [Member] | Private Placement [Member] | Warrant [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Warrant exercise price | $ 5.25 | |||||||
Option to purchase warrant shares | 2,857,143 | |||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||
Subsequent Event [Member] | Private Placement [Member] | Common Stock [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Shares issued price per share | $ 5.25 | |||||||
Stock Issued During Period, Value, New Issues | $ 2,857,143 | |||||||
Second Intercompany Revolving Loan Agreement [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Long-term Line of Credit | $ 20,000,000 | |||||||
Line of credit description | two-year term | |||||||
Financial Support, Capital Contributions [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Gross capital contribution | $ 47,000,000 | |||||||
Revolving Credit Facility [Member] | ||||||||
Financial Support for Nonconsolidated Legal Entity [Line Items] | ||||||||
Conversion of outstanding principal amount | $ 47,000,000 | |||||||
Common stock purchase price | 7,999,000 | |||||||
Shares issued price per share | $ 5.875 |
Schedule of Acquisition Contact
Schedule of Acquisition Contact Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Investments, All Other Investments [Abstract] | ||
Contingent consideration | $ 9,300 | $ 7,602 |
Start-up cost financing | 7,300 | 7,300 |
Contract asset | (805) | (1,074) |
Acquisition contract liabilities, net | $ 15,795 | $ 13,828 |
Schedule of Fair Value of Conti
Schedule of Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | ||||||
Fair Value of Contingent Consideration | $ 7,602 | $ 7,462 | $ 7,462 | |||
Issuance of contingent consideration at acquisition date | 6,500 | |||||
Change in fair value of contingent consideration | $ 700 | $ 100 | 1,698 | $ 238 | 140 | 962 |
Fair Value of Contingent Consideration | $ 9,300 | $ 9,300 | $ 7,602 | $ 7,462 |
Acquisition Contract Liabilit_3
Acquisition Contract Liabilities (Details Narrative) | Mar. 25, 2019USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Restructuring Cost and Reserve [Line Items] | |||||
Bargain purchase gain | $ 5,700,000 | ||||
Lease asset | $ 69,000 | ||||
Change in fair value of the contingent consideration | $ 700,000 | $ 100,000 | $ 1,700,000 | $ 200,000 | |
Monte Carlo Simulation Model [Member] | Measurement Input, Discount Rate [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Derivative Liability, Measurement Input | 0.060 | ||||
Payment discount rate | 0.060 | 0.060 | |||
Maruho Co Ltd [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Ownership percentage | 29.90% | ||||
Cutanea Life Sciences Inc [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Acquisition percentage | 100.00% | ||||
Maruho Co Ltd [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Sale of equity estimated profits of contingent consideration | $ 6,500,000 | ||||
Contingent consideration related to earn-out purchase price | $ 6,500,000 | ||||
Start-up cost financing interest rate | 6.00% | ||||
Financing cost term | 57 months | ||||
Maturity date of start up cost | Dec. 31, 2023 | ||||
Maruho Co Ltd [Member] | Share Purchase Agreement [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Start up financing costs | $ 7,300,000 | ||||
Xepi [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Intangible asset | 4,600,000 | ||||
Non-interest bearing start-up cost financing | $ 1,700,000 |
Schedule of Revenue Sales of (D
Schedule of Revenue Sales of (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | $ 4,334 | $ 3,252 | $ 14,932 | $ 10,277 |
Product [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | 4,319 | 3,236 | 14,890 | 10,230 |
Due to Related Party [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues, net | $ 15 | $ 16 | $ 42 | $ 47 |
Schedule of Tabular Disclosure
Schedule of Tabular Disclosure of Revenue Allowance and Accrual Activities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | |
Balance at December 31, 2020 | $ 327 |
Provision related to current period sales | 339 |
Credit or payments made during the period | (523) |
Balance at September 30, 2021 | 143 |
Returns [Member] | |
Disaggregation of Revenue [Line Items] | |
Balance at December 31, 2020 | 217 |
Provision related to current period sales | 2 |
Credit or payments made during the period | (142) |
Balance at September 30, 2021 | 77 |
Co Pay Assistance Program [Member] | |
Disaggregation of Revenue [Line Items] | |
Balance at December 31, 2020 | 52 |
Provision related to current period sales | 211 |
Credit or payments made during the period | (263) |
Balance at September 30, 2021 | |
Prompt Pay Discounts [Member] | |
Disaggregation of Revenue [Line Items] | |
Balance at December 31, 2020 | 15 |
Provision related to current period sales | 6 |
Credit or payments made during the period | (5) |
Balance at September 30, 2021 | 16 |
Government And Payor Rebates [Member] | |
Disaggregation of Revenue [Line Items] | |
Balance at December 31, 2020 | 43 |
Provision related to current period sales | 119 |
Credit or payments made during the period | (113) |
Balance at September 30, 2021 | $ 49 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 4,334,000 | $ 3,252,000 | $ 14,932,000 | $ 10,277,000 |
Ameluz [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,300,000 | 3,100,000 | 14,600,000 | 9,700,000 |
B F Rhodo L E D [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 73,000 | 86,000 | $ 300,000 | 300,000 |
Xepi [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 54,000 | $ 200,000 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 9,000 | $ 40,000 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | ||||
Provision of inventory obsolescence | $ (3,000) | $ 400,000 | $ 31,000 | $ 400,000 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses And Other Current Assets | ||
Prepaid expenses | $ 390 | $ 497 |
Security deposits | 121 | 121 |
Other | 425 | 498 |
Total | $ 936 | $ 1,116 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 668 | $ 661 |
Less: Accumulated depreciation | (379) | (291) |
Property and equipment, net | 289 | 370 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 81 | 74 |
Computer Software, Intangible Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 27 | 27 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 81 | 81 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 368 | 368 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 106 | 106 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5 | $ 5 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 29,000 | $ 36,000 | $ 95,000 | $ 109,000 |
Schedule of Intangible Asset Ne
Schedule of Intangible Asset Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Xepi® license | $ 4,600 | $ 4,600 |
Less: Accumulated amortization | (1,045) | (731) |
Intangible asset, net | $ 3,555 | $ 3,869 |
Intangible Asset, Net (Details
Intangible Asset, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||||
Finite lived agreements gross amount | $ 4,600 | $ 4,600 | $ 4,600 | ||
Useful life | 11 years | ||||
Amortization expense | $ 314 | $ 314 | |||
Annual amortization expense after five | 400 | 400 | |||
Selling, General and Administrative Expenses [Member] | |||||
Goodwill [Line Items] | |||||
Amortization expense | $ 100 | $ 100 | $ 300 | $ 300 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Supplemental Cash Flow Elements [Abstract] | ||
Cash and cash equivalents | $ 1,716 | $ 8,080 |
Short-term restricted cash | 47 | 48 |
Long-term restricted cash | 150 | 150 |
Total cash, cash equivalent, and restricted cash shown on the statements of cash flows | $ 1,913 | $ 8,278 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Legal settlement | $ 5,625 | |
Employee compensation and benefits | 1,803 | 1,781 |
Professional fees | 744 | 170 |
Product revenue allowances and reserves | 143 | 327 |
Restructuring liability | 63 | |
Other | 884 | 428 |
Total | $ 9,262 | $ 2,706 |
Schedule of Other Long Term Lia
Schedule of Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Legal settlement - noncurrent | $ 5,625 | |
Other | 23 | 62 |
Total | $ 5,648 | $ 62 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Annual taxable income percentage | 80.00% | |
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued interest of uncertain tax positions | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Aug. 27, 2020 | Jul. 15, 2016 | Jun. 19, 2015 | |
Related Party Transaction [Line Items] | |||||||||
Interest expense | $ 661,000 | $ 1,868,000 | |||||||
Accounts receivable related parties | 39,000 | 39,000 | $ 73,000 | ||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 200,000 | 200,000 | 500,000 | 700,000 | |||||
License and Supply Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party costs | 300,000 | 5,600,000 | |||||||
Revolving Loan Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of outstanding principal amount | $ 47,000,000 | ||||||||
Conversion of common shares converted | 7,999,000 | ||||||||
Coversion price per shares | $ 5.875 | ||||||||
Gross capital contribution | $ 47,000,000 | ||||||||
2021 Service Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Selling, general and administrative expenses from transactions with related party | 100,000 | 400,000 | |||||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party costs | 1,000,000 | 5,700,000 | |||||||
Accounts payable related parties | 1,300,000 | 1,300,000 | |||||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | Minimum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
[custom:TransferPricePerUnitIncrementPercentage-0] | 35.00% | ||||||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
[custom:TransferPricePerUnitIncrementPercentage-0] | 50.00% | ||||||||
Biofrontera A G [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expense reimbursements | 200,000 | 200,000 | 700,000 | 600,000 | |||||
Biofrontera A G [Member] | Revolving Loan Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument interest rate percentage | 6.00% | ||||||||
Long term debt | 0 | 0 | 0 | ||||||
Interest expense | 0 | 700,000 | 0 | 1,900,000 | |||||
Biofrontera A G [Member] | Second Intercompany Revolving Loan Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument interest rate percentage | 6.00% | ||||||||
Long term debt | $ 20,000,000 | ||||||||
Biofrontera A G [Member] | 2021 Service Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts payable related parties | 300,000 | 300,000 | 300,000 | ||||||
Expense reimbursements | 200,000 | 500,000 | |||||||
Bioscience [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expense reimbursements | 200,000 | 200,000 | 700,000 | 600,000 | |||||
Bioscience [Member] | Clinica Lamp Lease Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenues | 15,000 | 16,000 | 42,000 | 47,000 | |||||
Accounts receivable related parties | 37,000 | 37,000 | $ 73,000 | ||||||
Maruho Co Ltd [Member] | Cutanea Acquisition Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts receivable related parties | $ 3,000 | 3,000 | |||||||
Proceeds from startup cost financing. | $ 0 | 3,400,000 | |||||||
Biofrontera Pharma [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Selling, general and administrative expenses from transactions with related party | 100,000 | 100,000 | |||||||
Notes receivable related parties | $ 1,500,000 | ||||||||
Cost of revenue related party | 1,100,000 | 1,100,000 | |||||||
Deferred liability | 300,000 | 300,000 | |||||||
Biofrontera Pharma [Member] | Ameluz [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Marketing cost | 100,000 | 100,000 | |||||||
Biofrontera Pharma [Member] | B F Rhodo L E D [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Marketing cost | $ 100,000 | $ 100,000 |
Restructuring costs (Details Na
Restructuring costs (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restructuring costs | $ 199 | $ 181 | $ 654 | $ 861 |
Fourth Quarter [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Business exit costs | $ 100 |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related party interest expense | $ (661) | $ (1,868) | ||
Contract asset interest expense | (90) | (90) | (268) | (268) |
Interest income | 4 | 7 | 13 | 23 |
Interest expense, net | $ (86) | $ (744) | $ (255) | $ (2,113) |
Interest Expense, net (Details
Interest Expense, net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Contract asset interest expense | $ 90 | $ 90 | $ 268 | $ 268 | |
Startup cost financing | 7,300 | 7,300 | $ 7,300 | ||
Maruho Co Ltd [Member] | Cutanea Acquisition Agreement [Member] | |||||
Contract asset interest expense | 1,700 | ||||
Startup cost financing | $ 7,300 | $ 7,300 | |||
Debt interest rate | 6.00% | 6.00% | |||
Debt maturity date | Dec. 31, 2023 | Dec. 31, 2023 |
Schedule of Other Income (Expen
Schedule of Other Income (Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | ||||
Reimbursed SPA costs | $ 188 | $ 199 | $ 472 | $ 733 |
Other, net | (3) | (35) | (53) | 63 |
Other income (expense), net | $ 185 | $ 164 | $ 419 | $ 796 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (16,012) | $ (2,985) | $ (23,208) | $ (10,801) |
Weighted average common shares outstanding, basic and diluted | 8,000,000 | 1,000 | 8,000,000 | 1,000 |
Net loss per share, basic and diluted | $ (2) | $ (2,984.67) | $ (2.90) | $ (10,800.96) |
Schedule of Future Commitments
Schedule of Future Commitments and Sublease Income (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Gross future lease commitments 2021 | $ 372 |
Sublease income 2021 | (53) |
2021 Remaining | 319 |
Gross future lease commitments 2022 | 709 |
Sublease income 2022 | |
2022 | 709 |
Gross future lease commitments 2023 | 494 |
Sublease income 2023 | |
2023 | 494 |
Gross future lease commitments 2024 | 470 |
Sublease income 2024 | |
2024 | 470 |
Gross future lease commitments 2025 | 352 |
Sublease income 2025 | |
2025 | 352 |
Total, Gross future lease commitments | 2,397 |
Total, Sublease income | (53) |
Total | $ 2,344 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Product Liability Contingency [Line Items] | |||||
Security deposit amount | $ 1,373,000 | $ 1,373,000 | $ 323,000 | ||
Prepaid expenses and other current assets | 936,000 | $ 936,000 | 1,116,000 | ||
Debt description | Prior to the closing of the IPO, Biofrontera AG shall be responsible for 100% of the legal fees, costs and expenses related to this matter. After the closing of the IPO Biofrontera AG and the Company agreed to share the related legal costs at a rate of 69% and 31%, respectively. | ||||
Settlement payment description | the Company entered into a settlement and release agreement with the respect to the above mentioned litigation. In the settlement, the Company and Biofrontera AG together agreed to make an aggregate payment of $22.5 million to settle the claims in the litigation. The Company will be responsible for $11.25 million of the aggregate settlement amount, plus interest accrued at a rate equal to the weekly average 1-year constant maturity Treasury yield | ||||
Legal settlement liability | 11,250,000 | $ 11,250,000 | |||
Settlement Agreement [Member] | First Installment [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Settlement payment description | On the 25th day following the entry into the settlement agreement, the Company will pay 50% of the aggregate amount it owes | ||||
Settlement Agreement [Member] | Second Installment [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Settlement payment description | On the 365th day following the entry into the settlement agreement, the Company will pay 25% of the aggregate amount it owes | ||||
Settlement Agreement [Member] | Third Installment [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Settlement payment description | On the 730th day following entry into the settlement, the Company will pay 25% of the aggregate amount it owes. | ||||
Xepi L S A [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Annual net sales | 2,000,000 | $ 4,000,000 | $ 2,000,000 | $ 4,000,000 | |
Xepi L S A [Member] | Maximum [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Amount at which a license agreement milestone payment becomes due | 25,000,000 | 50,000,000 | |||
Maruho Co Ltd [Member] | December 31, 2022 [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Repayments of related party debt | 3,600,000 | ||||
Maruho Co Ltd [Member] | December 31, 2023 [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Repayments of related party debt | 3,700,000 | ||||
Facility Leases [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Security deposit amount | 100,000 | 100,000 | |||
Net of sublease income | 200,000 | 200,000 | 600,000 | 800,000 | |
Facility Leases [Member] | Cutanea Life Sciences Inc [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Prepaid expenses and other current assets | $ 100,000 | $ 100,000 | $ 100,000 | ||
Auto Leases [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Lease payment term | 40 months | 40 months | |||
Lease expense | $ 100,000 | $ 100,000 | $ 400,000 | $ 400,000 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Employee contributions description | The Company matches 50% of employee contributions up to a maximum of 6% of employees’ salary. | |||
Contribution cost | $ 59,000 | $ 31,000 | $ 200,000 | $ 200,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 29, 2021 | Nov. 26, 2021 | Nov. 26, 2021 | Nov. 24, 2021 | Nov. 02, 2021 | Oct. 08, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||||
Total revenues, net | $ 4,334,000 | $ 3,252,000 | $ 14,932,000 | $ 10,277,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||
Warrant exercise price | $ 5 | ||||||||||
Option to purchase warrant shares | 540,000 | ||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from underwriting discounts and commission | $ 3,900,000 | $ 3,900,000 | |||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Purchase of common stock | 854,000 | 854,000 | |||||||||
Warrant exercise price | $ 5 | $ 5 | $ 5 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||
Subsequent Event [Member] | Warrant One [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Option to purchase warrant shares | 108,000 | ||||||||||
Subsequent Event [Member] | Warrant Two [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Option to purchase warrant shares | 16,200 | ||||||||||
Subsequent Event [Member] | IPO [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Purchase of common stock | 3,600,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||
Sale of Stock, Price Per Share | $ 5 | ||||||||||
Proceeds from Issuance Initial Public Offering | $ 15,400,000 | ||||||||||
Shares issued price per share | $ 5 | ||||||||||
Subsequent Event [Member] | IPO [Member] | Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant exercise price | $ 5 | ||||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from Issuance of Private Placement | $ 15,000,000 | ||||||||||
Subsequent Event [Member] | Private Placement [Member] | Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant exercise price | $ 5.25 | ||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||
Option to purchase warrant shares | 2,857,143 | ||||||||||
Subsequent Event [Member] | Private Placement [Member] | Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 2,857,143 | ||||||||||
Shares issued price per share | $ 5.25 | ||||||||||
Subsequent Event [Member] | License From Pharma [Member] | Fifty Percentage [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total revenues, net | $ 30,000,000 | ||||||||||
Subsequent Event [Member] | License From Pharma [Member] | Forty Percentage [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total revenues, net | 30,000,000 | ||||||||||
Subsequent Event [Member] | License From Pharma [Member] | Forty Percentage [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total revenues, net | 50,000,000 | ||||||||||
Subsequent Event [Member] | License From Pharma [Member] | Thirty Percentage [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Total revenues, net | $ 50,000,000 |