Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
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 Two | 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 | Yes | |
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 | 23,550,960 | |
Common stock, par value $0.001 per share | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | BFRI | |
Security Exchange Name | NASDAQ | |
Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $5.00 per share | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $5.00 per share | |
Trading Symbol | BFRIW | |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 31,913 | $ 24,545 |
Accounts receivable, net | 2,001 | 3,784 |
Other receivables, related party | 3,045 | 8,647 |
Inventories | 8,808 | 4,458 |
Prepaid expenses and other current assets | 1,214 | 4,987 |
Total current assets | 46,981 | 46,421 |
Other receivables long term, related party | 2,813 | 2,813 |
Property and equipment, net | 248 | 267 |
Intangible asset, net | 3,241 | 3,450 |
Other assets | 343 | 268 |
Total assets | 53,626 | 53,219 |
Current liabilities: | ||
Accounts payable | 931 | 658 |
Accounts payable, related parties | 1,290 | 282 |
Acquisition contract liabilities, net | 3,242 | 3,242 |
Accrued expenses and other current liabilities | 9,413 | 9,654 |
Total current liabilities | 14,876 | 13,836 |
Long-term liabilities: | ||
Acquisition contract liabilities, net | 7,821 | 9,542 |
Warrant liability | 8,046 | 12,854 |
Other liabilities | 5,650 | 5,649 |
Total liabilities | 36,393 | 41,881 |
Commitments and contingencies (see Note 23) | ||
Stockholders’ equity: | ||
Preferred Stock, $0.001 par value, 20,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2022 and December 31, 2021 | ||
Common Stock, $0.001 par value, 300,000,000 shares authorized; 19,011,438 and 17,104,749 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 19 | 17 |
Additional paid-in capital | 91,382 | 90,200 |
Accumulated deficit | (74,168) | (78,879) |
Total stockholders’ equity | 17,233 | 11,338 |
Total liabilities and stockholders’ equity | $ 53,626 | $ 53,219 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 19,011,438 | 17,104,749 |
Common stock, shares outstanding | 19,011,438 | 17,104,749 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total revenues, net | $ 4,457 | $ 5,855 | $ 14,208 | $ 10,599 |
Operating expenses | ||||
Cost of revenues, related party | 2,402 | 2,973 | 7,377 | 5,381 |
Cost of revenues, other | 152 | 135 | 327 | 298 |
Selling, general and administrative | 9,669 | 5,552 | 17,285 | 10,310 |
Selling, general and administrative, related party | 346 | 196 | 441 | 360 |
Restructuring costs | 186 | 467 | ||
Change in fair value of contingent consideration | (1,900) | 500 | (1,900) | 998 |
Total operating expenses | 10,669 | 9,542 | 23,530 | 17,814 |
Loss from operations | (6,212) | (3,687) | (9,322) | (7,215) |
Other income (expense) | ||||
Change in fair value of warrants | 5,371 | 14,082 | ||
Interest expense, net | (38) | (85) | (71) | (169) |
Other income, net | 29 | 155 | 52 | 234 |
Total other income (expense) | 5,362 | 70 | 14,063 | 65 |
Income (loss) before income taxes | (850) | (3,617) | 4,741 | (7,150) |
Income tax expense | 44 | 30 | 45 | |
Net income (loss) | $ (850) | $ (3,661) | $ 4,711 | $ (7,195) |
Income (loss) per common share: | ||||
Basic | $ (0.05) | $ (0.46) | $ 0.26 | $ (0.90) |
Diluted | $ (0.05) | $ (0.46) | $ 0.26 | $ (0.90) |
Weighted-average common shares outstanding: | ||||
Basic | 18,823,497 | 8,000,000 | 17,968,870 | 8,000,000 |
Diluted | 18,823,497 | 8,000,000 | 18,044,174 | 8,000,000 |
Product [Member] | ||||
Total revenues, net | $ 4,441 | $ 5,840 | $ 14,177 | $ 10,571 |
Revenues Related Party [Member] | ||||
Total revenues, net | $ 16 | $ 15 | $ 31 | $ 28 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 8 | $ 46,986 | $ (41,166) | $ 5,828 |
Beginning balance, shares at Dec. 31, 2020 | 8,000,000 | |||
Net loss | (7,195) | (7,195) | ||
Ending balance, value at Jun. 30, 2021 | $ 8 | 46,986 | (48,361) | (1,367) |
Ending balance, shares at Jun. 30, 2021 | 8,000,000 | |||
Beginning balance, value at Mar. 31, 2021 | $ 8 | 46,986 | (44,700) | 2,294 |
Beginning balance, shares at Mar. 31, 2021 | 8,000,000 | |||
Net loss | (3,661) | (3,661) | ||
Ending balance, value at Jun. 30, 2021 | $ 8 | 46,986 | (48,361) | (1,367) |
Ending balance, shares at Jun. 30, 2021 | 8,000,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 17 | 90,200 | (78,879) | 11,338 |
Beginning balance, shares at Dec. 31, 2021 | 17,104,749 | |||
Issuance of common stock and warrants under private placement, net of issuance costs | $ 2 | 114 | 116 | |
Issuance of common stock and warrants under private placement,shares | 1,850,000 | |||
Stock based compensation | 1,068 | 1,068 | ||
Net loss | 4,711 | 4,711 | ||
Issuance of shares for vested restricted stock units | ||||
Issuance of shares for vested restricted stock units, shares | 56,689 | |||
Ending balance, value at Jun. 30, 2022 | $ 19 | 91,382 | (74,168) | 17,233 |
Ending balance, shares at Jun. 30, 2022 | 19,011,438 | |||
Beginning balance, value at Mar. 31, 2022 | $ 17 | 90,717 | (73,318) | 17,416 |
Beginning balance, shares at Mar. 31, 2022 | 17,104,749 | |||
Issuance of common stock and warrants under private placement, net of issuance costs | $ 2 | 114 | 116 | |
Issuance of common stock and warrants under private placement,shares | 1,850,000 | |||
Issuance of shares for vested restricted stock units | ||||
Issuance of shares for vested restricted stock units, shares | 56,689 | |||
Stock based compensation | 551 | 551 | ||
Net loss | (850) | (850) | ||
Ending balance, value at Jun. 30, 2022 | $ 19 | $ 91,382 | $ (74,168) | $ 17,233 |
Ending balance, shares at Jun. 30, 2022 | 19,011,438 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 4,711,000 | $ (7,195,000) |
Adjustments to reconcile net income (loss) to cash flows used in operations | ||
Depreciation | 54,000 | 66,000 |
Amortization of acquired intangible assets | 209,000 | 209,000 |
Change in fair value of contingent consideration | (1,900,000) | 998,000 |
Change in fair value of warrant liabilities | (14,082,000) | |
Stock-based compensation | 1,068,000 | |
Provision for inventory obsolescence | 100,000 | 34,000 |
Provision for doubtful accounts | 133,000 | 33,000 |
Non-cash interest expense | 179,000 | 179,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,650,000 | 1,499,000 |
Other receivables, related party | 5,602,000 | |
Prepaid expenses and other assets | 3,698,000 | (114,000) |
Inventories | (4,449,000) | 330,000 |
Accounts payable and related party payables | 1,280,000 | (699,000) |
Accrued expenses and other liabilities | (240,000) | 152,000 |
Cash flows used in operating activities | (1,987,000) | (4,508,000) |
Cash flows from investing activities | ||
Purchases of property and equipment | (36,000) | (3,000) |
Cash flows used in investing activities | (36,000) | (3,000) |
Cash flows from financing activities: | ||
Payment of deferred offering costs | (517,000) | |
Proceeds from issuance of common stock and warrants in private placement, net of issuance costs | 9,391,000 | |
Cash flows provided by (used) in financing activities | 9,391,000 | (517,000) |
Net increase (decrease) in cash and cash equivalents | 7,368,000 | (5,028,000) |
Cash, cash equivalents and restricted cash, at the beginning of the period | 24,742,000 | 8,277,000 |
Cash, cash equivalents and restricted cash, at the end of the period | 32,110,000 | 3,249,000 |
Supplemental disclosure of cash flow information | ||
Interest paid | 4,000 | |
Income taxes paid, net | $ 30,000 | $ 3,000 |
Business Overview
Business Overview | 6 Months Ended |
Jun. 30, 2022 | |
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 result 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®, which is a prescription drug approved for use in combination with our licensor’s FDA-approved medical device, the BF-RhodoLED® lamp series, for photodynamic therapy (“PDT”) (when used together, “Ameluz ® Note 16, Related Party Transactions Our second prescription drug product is Xepi® (ozenoxacin cream, 1%), a topical non-fluorinated quinolone that inhibits bacterial growth. Currently, no antibiotic resistance against Xepi® is known and it has been specifically approved by the FDA for the treatment of impetigo due to staphylococcus aureus or streptococcus pyogenes. The approved indication is impetigo, a common skin infection. It is approved for use in adults and children 2 months and older. We are currently selling Xepi® for this indication in the U.S. under an exclusive license and supply agreement (“Xepi LSA”) with Ferrer Internacional S.A. (“Ferrer”) that was acquired by Biofrontera Inc. on March 25, 2019 through our acquisition of Cutanea Life Sciences, Inc. Refer to Note 16, Related Party Transactions Liquidity and Going Concern The Company’s primary sources of liquidity are its existing cash balances and cash flows from equity financing transactions. In May of 2022, we received aggregate proceeds of $ 9.4 (See Note 18 Stockholders’ Equity) 31.9 24.5 Since we commenced operations in 2015, we have generated significant losses. For the six months ended June 30, 2022 and 2021, we incurred losses from operations of $ 9.3 7.2 2.0 4.5 74.2 The Company’s short-term material cash requirements include working capital needs and satisfaction of contractual commitments including auto leases (see Note 23, Commitments and Contingencies 7.3 Note 3. Acquisition Contract Liabilities 5.6 Note 13. Accrued Expenses and Other Current Liabilities Note 23. Commitments and Contingencies Note 3. Acquisition Contract Liabilities). Additionally, we expect to continue to incur operating losses due to significant discretionary sales and marketing efforts as we seek to expand the commercialization of Ameluz ® ® Our future growth is dependent on our ability to obtain additional equity financing. On July 26, 2022, pursuant to a warrant exercise inducement offer letter (the “Inducement Letter”), an investor exercised certain of its existing warrants, issued in a private placement on December 1, 2021, to purchase 2,857,143 shares of common stock, at a price of $ 1.62 per share, resulting in gross proceeds of $ 4.6 million ( See Note 25 Subsequent Events) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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 of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, the unaudited financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of June 30, 2022, the Company’s operating results for the three and six months ended June 30, 2022 and 2021, and the Company’s cash flows for the six months ended June 30, 2022 and 2021. The accompanying financial information as of December 31, 2021 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 11, 2022. All amounts shown in these financial statements and accompanying notes are in thousands, except percentages and per share and share amounts. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions by management that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities, as reported on the balance sheet date, and the reported amounts of revenues and expenses arising during the reporting period. The main areas in which assumptions, estimates and the exercising of judgment are appropriate relate to, valuation allowances for receivables and inventory, valuation of contingent consideration and warrant liabilities, valuation of intangible and other long-lived assets, product sales allowances and reserves, share-based payments and income taxes including deferred tax assets and liabilities. Estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. They are continuously reviewed but may vary from the actual values. Recently Issued Accounting Pronouncements 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 | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [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 Pursuant to the Share Purchase Agreement, Maruho agreed to provide $ 7.3 In connection with this acquisition in 2019, we recorded the $ 7.3 1.7 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 approximately 6.0 Acquisition contract liabilities, net consist of the following: Schedule of Acquisition Contract Liabilities (in thousands) June 30, 2022 December 31, 2021 Short-term acquisition contract liabilities: Contingent consideration $ - $ - Start-up cost financing 3,600 3,600 Contract asset (358 ) (358 ) Acquisition contract liabilities, net $ 3,242 $ 3,242 Long-term acquisition contract liabilities: Contingent consideration $ 4,300 $ 6,200 Start-up cost financing 3,700 3,700 Contract asset (179 ) (358 ) Acquisition contract liabilities, net $ 7,821 $ 9,542 Total acquisition contract liabilities: Contingent consideration $ 4,300 $ 6,200 Start-up cost financing 7,300 7,300 Contract asset (537 ) (716 ) Total acquisition contract liabilities, net $ 11,063 $ 12,784 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy Valuation Inputs (in thousands) Level June 30, 2022 December 31, 2021 Liabilities: Contingent Consideration 3 $ 4,300 $ 6,200 Warrant liability – 2021 Common warrant 3 $ 1,743 $ 12,854 Warrant liability - 2022 Common warrant 3 $ 3,385 $ - Warrant liability- 2022 Common warrant (Pre-funded) 2 $ 2,918 $ - Warrant liability 2 $ 2,918 $ - Contingent Consideration 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 scenario-based method under which a set of payoffs are calculated using the term of the earnout, projections, and an appropriate metric risk premium. These payoffs are then discounted back from the payment date to the valuation date using a payment discount rate. Finally, the discounted payments are summed together to arrive at the value of the contingent consideration. The scenario-based method incorporates the following key assumptions: (i) the forecasted product profit amounts, (ii) the remaining contractual term, (iii) a metric risk premium, and (iv) a payment discount rate. The Company re-measures contingent consideration and re-assesses the underlying assumptions and estimates at each reporting period. 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, 2020 $ 7,602 Change in fair value of contingent consideration 998 Balance at June 30, 2021 $ 8,600 Balance at December 31, 2021 $ 6,200 Change in fair value of contingent consideration (1,900 ) Balance at June 30, 2022 $ 4,300 Warrant Liability Warrants issued on May 16, 2022 in conjunction with the private placement to an institutional shareholder were accounted for as liabilities in accordance with ASC 815-40. Pre-funded common stock purchase warrants to purchase up to 1,569,000 0.001 3,419,000 2.77 . Warrants issued in conjunction with the private placement to an institutional shareholder which closed on December 2, 2021 were accounted for as liabilities in accordance with ASC 815-40. Pre-funded common stock purchase warrants to purchase up to 1,507,143 shares of our common stock at a nominal exercise price (the “2021 Pre-funded Warrants”) were exercised in 2021 and the common stock purchase warrants to purchase up to 2,857,143 shares of our common stock at an exercise price of $ 5.25 per share (the “2021 The Company utilizes a Black-Scholes option pricing model to estimate the fair value of the 2022 Purchase Warrants and 2021 The value of the 2022 Pre-funded Warrants is assumed to be equal to the per share value of the underlying common stock, given that the strike price is nominal, and is therefore classified as Level 2. The following table presents the changes in the warrant liability measured at fair value (in thousands): Schedule of Changes in Fair Value Warrant Liabilities (in thousands) Fair value at December 31, 2021 $ 12,854 Issuance of new derivative liabilities 9,274 Change in fair value of warrant liability (14,082 ) Fair value at June 30, 2022 $ 8,046 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. Revenue We generate revenue primarily through the sales of our licensed products Ameluz®, BF-RhodoLED® lamps and Xepi®. Revenue from the sales of our BF-RhodoLED® lamp and Xepi® are relatively insignificant compared with the revenues generated through our sales of Ameluz®. Related party revenue relates to an agreement with Biofrontera Bioscience GmbH (“Bioscience”) for BF-RhodoLED® leasing and installation service. Refer to Note 16, Related Party Transactions An analysis of the changes in product revenue allowances and reserves is summarized as follows: Schedule of Revenue Allowance and Accrual Activities (in thousands): Returns Co-pay assistance program Prompt pay discounts Government and payor rebates Total Balance at December 31, 2020 $ 217 $ 52 $ 15 $ 43 $ 327 Provision related to current period sales 2 118 5 78 203 Credit or payments made during the period (135 ) (170 ) (4 ) (62 ) (371 ) Balance at June 30, 2021 $ 84 $ - $ 16 $ 59 $ 159 Balance at December 31, 2021 $ 43 $ 101 $ 48 $ 54 $ 246 Beginning balance $ 43 $ 101 $ 48 $ 54 $ 246 Provision related to current period sales 5 380 11 129 517 Credit or payments made during the period (5 ) (300 ) (20 ) (115 ) (440 ) Balance at June 30, 2022 $ 43 $ 181 $ 39 $ 68 $ 331 Ending balance $ 43 $ 181 $ 39 $ 68 $ 331 |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, net | 6. Accounts Receivable, net Accounts receivables are mainly attributable to the sale of Ameluz ® ® The allowance for doubtful accounts was $ 126,000 18,000 |
Other Receivables, Related Part
Other Receivables, Related Party | 6 Months Ended |
Jun. 30, 2022 | |
Other Receivables Related Party | |
Other Receivables, Related Party | 7. Other Receivables, Related Party As of June 30, 2022, the Company has a receivable of $ 5.6 million ($ 2.8 short term and $ 2.8 long-term) due from Biofrontera AG for its 50 % share of the balance of a legal settlement for which both parties are jointly and severally liable. The Company has a contractual right to repayment of its share of the settlement payment from Biofrontera AG under the Settlement Allocation Agreement entered into on December 9, 2021 and as amended on March 31, 2022, which provided that the settlement payments would first be made by the Company and then reimbursed by Biofrontera AG for its share The March 31, 2022 Amended Settlement 6.0 % per annum for each day that any reimbursement is past due and the ability to offset any overdue reimbursement amounts against payments owed to Biofrontera AG by the Company (including amounts owed under the Company’s license and supply agreement for Ameluz ® A s such no reserve for the receivable has been recorded as of June 30, 2022 or December 31, 2021 . The remaining $ 0.3 Note 16- Related Party Transactions |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 8. 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. We recorded a provision of $ 0.1 million related to BF-RhodoLED ® 34 k for Xepi® inventory obsolescence, for the six months ended June 30, 2021. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | 9. 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) June 30, 2022 December 31, 2021 Receivable for common stock warrants proceeds $ - $ 3,258 Prepaid expenses 599 $ 824 Security deposits 128 149 Other 487 756 Total $ 1,214 $ 4,987 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 10. Property and Equipment, Net Property and equipment, net consists of the following: Schedule of Property and Equipment (in thousands) June 30, 2022 December 31, 2021 Computer equipment $ 87 $ 85 Computer software 27 27 Furniture & fixtures 81 81 Leasehold improvement 368 368 Machinery & equipment 145 112 Property and equipment, gross 708 673 Less: Accumulated depreciation (460 ) (406 ) Property and equipment, net $ 248 $ 267 Depreciation expense was $ 26,000 33,000 54,000 66,000 |
Intangible Asset, Net
Intangible Asset, Net | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset, Net | 11. Intangible Asset, Net Intangible asset, net consists of the following: Schedule of Intangible Asset Net (in thousands) June 30, 2022 December 31, 2021 Xepi® license $ 4,600 $ 4,600 Less: Accumulated amortization (1,359 ) (1,150 ) Intangible asset, net $ 3,241 $ 3,450 The Xepi® license intangible asset was recorded at acquisition-date fair value of $ 4.6 11 0.1 0.2 We review the Xepi ® |
Statement of Cash Flows Reconci
Statement of Cash Flows Reconciliation | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Statement of Cash Flows Reconciliation | 12. Statement of Cash Flows Reconciliation 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) June 30, 2022 December 31, 2021 Cash and cash equivalents $ 31,913 $ 24,545 Short-term restricted cash 47 47 Long-term restricted cash 150 150 Total cash, cash equivalent, and restricted cash shown on the statements of cash flows $ 32,110 $ 24,742 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 13. 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) June 30, 2022 December 31, 2021 Legal settlement (See note 23) $ 5,625 $ 5,625 Employee compensation and benefits 2,302 2,384 Professional fees 659 570 Product revenue allowances and reserves 331 246 Other 496 829 Total $ 9,413 $ 9,654 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 14. Other Long-Term Liabilities Other long-term liabilities consist of the following: Schedule of Other Long Term Liabilities (in thousands) June 30, 2022 December 31, 2021 Legal settlement – noncurrent (See note 23) $ 5,625 $ 5,625 Other 25 24 Total $ 5,650 $ 5,649 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes As a result of the net losses, we have incurred in each fiscal year since inception, we have recorded no no The Company continues to be in a cumulative loss position and as such, is maintaining a full valuation allowance. 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 June 30, 2022, and December 31, 2021, the Company has no accrued interest related to uncertain tax positions. Since the Company is in a loss carryforward position, it is generally subject to examination by the U.S. federal, state, and local income tax authorities for all tax years in which a loss carryforward is available. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions License and Supply Agreement On October 1, 2016, the Company executed an exclusive license and supply agreement with Biofrontera Pharma GmbH (“Pharma”), which was amended in July 2019 to increase the Ameluz ® 35.0 50.0 ® 30 50 Item I. Business - Commercial Partners and Agreements ® ® Purchases of the licensed products during the three and six months ended June 30, 2022 were $ 6.2 11.5 1.2 3.9 1.1 0.3 Service Agreements In December 2021, we entered into an Amended and Restated Master Contract Services Agreement, or Services Agreement, which provides for the execution of statements of work that will replace the applicable provisions of our previous intercompany services agreement dated January 1, 2016, or 2016 Services Agreement, by and among us, Biofrontera AG, Biofrontera Pharma and Biofrontera Bioscience, enabling us to continue to use the IT resources of Biofrontera AG and its wholly owned subsidiaries (the “Biofrontera Group”) as well as providing access to the Biofrontera Group’s resources with respect to quality management, regulatory affairs and medical affairs. If we deem that the Biofrontera Group should continue to provide these services, we will execute a statement of work under the Services Agreement with respect to such services. We currently have statements of work in place regarding IT, regulatory affairs, medical affairs, pharmacovigilance, and investor relations services, and are continuously assessing the other services historically provided to us by Biofrontera AG to determine 1) if they will be needed, and 2) whether they can or should be obtained from other third-party providers. Expenses related to the service agreement were $ 0.3 0.4 0.2 0.4 0.2 Clinical Lamp Lease Agreement On August 1, 2018, the Company executed a clinical lamp lease agreement with Biofrontera Bioscience GmbH (“Bioscience”) to provide lamps and associated services. Total revenue related to the clinical lamp lease agreement was approximately $ 16,000 31,000 15,000 28,000 0.2 92,000 Reimbursements from Maruho Related to Cutanea Acquisition Pursuant to the Cutanea acquisition share purchase agreement, we received start-up cost financing and reimbursements for certain 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. Refer to Note 3, Acquisition Contract Liabilities There were no 0.5 67,000 56,000 Others The Company has recorded a receivable of $ 5.6 million due from Biofrontera AG for its 50 % share of the balance of a legal settlement for which both parties are jointly and severally liable. Refer to Note 7, Other Receivables, Related Party 0.1 million of interest income for the six months ended June 30, 2022 in connection with this receivable. |
Restructuring costs
Restructuring costs | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring costs | 17. Restructuring costs We restructured the business of Cutanea and incurred restructuring costs which were subsequently reimbursed by Maruho. Restructuring costs primarily relate to the winding down of Cutanea’s operations. There were no 0.5 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 18. Stockholders’ Equity Under the Company’s amended and restated certificate of incorporation, dated December 21, 2020, the Company is authorized to issue 300,000,000 0.001 20,000,000 0.001 The holders of common stock are entitled to one vote for each share held. Common stockholders are not entitled to receive dividends, unless declared by the Board of Directors. The Company has not declared dividends since inception. In the event of liquidation of the Company, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are fully paid and non-assessable. Private Placement - 9.4 1,850,000 3,419,000 2022 1,569,000 2022 The purchase price for one share of common stock (or common stock equivalent) and a warrant to purchase one share of common stock was $ 2.75 2.77 0.001 Because the warrants are accounted for as liabilities, the May 2022 PIPE proceeds were allocated between the fair value of the warrants with the remaining proceeds allocated to common stock and additional paid in capital. |
Equity Incentive Plans and Shar
Equity Incentive Plans and Share-Based Payments | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Share-Based Payments | 19. Equity Incentive Plans and Share-Based Payments 2021 Omnibus Incentive Plan In 2021, our Board of Directors adopted, and our shareholders approved the 2021 Omnibus Incentive Plan (“2021 Plan). Under the 2021 Plan, 2,750,000 10 2,693,311 Non-qualified stock options During the quarter ended June 30, 2022, the Company granted non-qualified stock options to certain employees and non-employee directors. The options were granted on May 18, 2022 with an exercise price of $ 2.61 1.7 1,053,434 During the quarter ended March 31, 2022, the Company granted non-qualified stock options to certain employees to purchase 28,378 2.96 ten years 44,000 three-year The Company recognizes the grant-date fair value of share-based awards granted as compensation expense on a straight-line basis over the requisite service period. The fair value of stock options is estimated at the time of grant using the Black-Scholes option pricing model, which requires the use of inputs and assumptions such as the fair value of the underlying stock, exercise price of the option, expected term, risk-free interest rate, expected volatility and dividend yield. The Company elects to account for forfeitures as they occur. Share-based compensation expense of approximately $ 0.2 0.3 no Options outstanding and exercisable under the employee share option plan as of June 30, 2022 and a summary of option activity during the six months then ended is presented below. Schedule of Stock Unit Activity Shares Weighted Average Exercise Weighted Average Remaining Contractual Term Aggregate Intrinsic Outstanding at December 31, 2021 613,614 $ 4.77 Granted 1,081,812 $ 2.62 Exercised - $ - Canceled or forfeited (63,946 ) $ 4.77 Outstanding at June 30, 2022 1,631,480 $ 3.34 9.73 $ - Exercisable at June 30, 2022 7,332 $ 2.61 9.88 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money at June 30, 2022. As of June 30, 2022, there was $ 2.7 2.6 Share-Based Compensation (RSUs) During the quarter ended June 30, 2022, the Company awarded 343,512 The RSUs had a grant-date fair value of $ 0.9 0.4 0.8 no As of June 30, 2022, there was $ 0.8 1.9 Schedule of Restricted Stock Units Shares Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 170,068 $ $ 4.77 Awarded 343,512 $ $ 2.61 Vested (170,068 ) $ $ 4.77 Canceled or forfeited - $ $ - Outstanding at June 30, 2022 343,512 1.38 $ 639 $ 2.61 Expected to vest at June 30, 2022 343,512 1.38 $ 639 $ 2.61 |
Interest Expense, net
Interest Expense, net | 6 Months Ended |
Jun. 30, 2022 | |
Interest Expense, net | 20. Interest Expense, net Interest expense, net consists of the following: Schedule of Interest Expense (in thousands) 2022 2021 2022 2021 For three months ended For six months ended (in thousands) 2022 2021 2022 2021 Interest expense $ (3 ) $ - $ (7 ) $ - Contract asset interest expense (89 ) (89 ) (179 ) (179 ) Interest income – related party 53 - 110 - Interest income – other 1 4 5 10 Interest expense, net $ (38 ) $ (85 ) $ (71 ) $ (169 ) Contract asset interest expense relates to the $ 1.7 7.3 6 December 31, 2023 |
Other Income, net
Other Income, net | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income, net | 21. Other Income, net Other income, net consists of the following: Schedule of Other Income, Net (in thousands) 2022 2021 2022 2021 For three months ended June 30, For six months ended June 30, (in thousands) 2022 2021 2022 2021 Reimbursed SPA costs $ - $ 185 $ - $ 284 Other, net 29 (30 ) 52 (50 ) Other income, net $ 29 $ 155 $ 52 $ 234 Other, net, primarily includes gain (loss) on foreign currency transactions and gain on termination of operating leases. |
Net Earnings per Share
Net Earnings per Share | 6 Months Ended |
Jun. 30, 2022 | |
Income (loss) per common share: | |
Net Earnings per Share | 22. Net Earnings per Share Basic net earnings per common share are calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share are calculated by dividing net income by the diluted weighted average number of common shares outstanding during the period. The diluted shares include the dilutive effect of stock-based awards based on the treasury stock method. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders. (in thousands, except share and per share data): Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders 2022 2021 2022 2021 Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Net income (loss) $ (850 ) $ (3,661 ) $ 4,711 $ (7,195 ) Shares: Basic weighted average common shares outstanding 18,823,497 8,000,000 17,968,870 8,000,000 Add: Effect of dilutive securities Stock options and restricted stock units - - 75,304 - Diluted weighted average common shares outstanding 18,823,497 8,000,000 18,044,174 8,000,000 Net earnings (loss) per share: Basic $ (0.05 ) $ (0.46 ) $ 0.26 $ (0.90 ) Diluted $ (0.05 ) $ (0.46 ) $ 0.26 $ (0.90 ) The following table sets forth the potential common shares that were not included in the diluted per share calculations for the six months ended June 30, 2022 because they would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share Six Months Ended June 30, 2022 Common stock warrants 7,768,537 Common stock options 848,550 Unit Purchase Options 403,628 Total anti-dilutive securities 403,628 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 23. Commitments 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 Rent expense is recorded on a straight-line basis through the end of the lease term. The Company incurred rent expense, in the amount of $ 0.1 0.2 0.2 0.4 Auto Leases The Company also leases autos for its field sales force with a lease payment term of 40 0.1 0.3 0.2 The minimum aggregate payments of all future lease commitments as of June 30, 2022, are as follows: (in thousands) Schedule of Future Commitments and Sublease Income Years ending December 31, Future lease commitments Remainder of 2022 $ 414 2023 609 2024 474 2025 352 Thereafter - Total $ 1,849 Cutanea 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 We are not presently a party to any pending legal proceedings. On November 29, 2021, the Company entered into a settlement and release agreement with respect to a lawsuit filed March 23, 2018 22.5 11.25 aggregate settlement amount, plus interest accrued at a rate equal to the weekly average one-year constant maturity Treasury yield and agreed to pay in three annual installments. 11.3 5.6 While Biofrontera AG has agreed to pay a portion of the settlement, both parties remain jointly and severally liable for the full settlement amount, meaning that in the event Biofrontera AG does not pay all or a portion of the amount it owes under the agreement, the claimant could compel the Company to pay Biofrontera AG’s share. If either the Company or Biofrontera AG violates the terms of the settlement agreement, this could nullify the settlement and the Company may lose the benefits of the settlement and be liable for a greater amount. As of June 30, 2022 we have reflected a legal settlement liability in the amount of $ 11.3 million for the remaining payments due and a related receivable from related party of $ 5.6 million, in accordance with the Settlement Allocation Agreement entered into on December 9, 2021, which provided that the settlement payments would first be made by the Company and then reimbursed by Biofrontera AG for its share. |
Retirement Plan
Retirement Plan | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 24. 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 For the three months ended June 30, 2022 and 2021, matching contribution costs paid by the Company were $ 47,000 67,000 0.1 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent Events We have completed an evaluation of subsequent events after the balance sheet date of June 30, 2022 through the date this Quarterly Report on Form 10-Q was submitted to the SEC. On July 14, 2022, an investor exercised the 2022 Pre-funded warrants and purchased a total of 1,569,000 .001 1,569 On July 26, 2022, the Company entered into the Inducement Letter with the holder (the “Investor”) of the Company’s 2021 Purchase Warrants. The 2021 Purchase Warrants were originally issued on December 1, 2021 to purchase up to 2,857,143 shares of common stock, par value $ 0.001 per share. The Investor agreed to exercise for cash, the 2021 Purchase Warrants, in exchange for the 1.62 per share and (ii) issue a new warrant (the “Inducement Warrant”) to purchase up to 4,285,715 shares of common stock. The Company received net proceeds of approximately $ 4.3 million, after deducting the financial advisory fees, from the exercise of the 2021 Purchase Warrants by the Investor. The Inducement Warrant is exercisable on or after January 27, 2023 1.66 December 1, 2026 The Investor has contractually agreed to restrict its ability to exercise the Inducement Warrant such that the number of shares of the Company’s common stock held by the Investor and its affiliates after such exercise does not exceed either 4.99% of the then issued and outstanding shares of the Company’s common stock. The Investor |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis for Preparation of the Financial Statements | Basis for Preparation of the Financial Statements The accompanying unaudited interim financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, the unaudited financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of June 30, 2022, the Company’s operating results for the three and six months ended June 30, 2022 and 2021, and the Company’s cash flows for the six months ended June 30, 2022 and 2021. The accompanying financial information as of December 31, 2021 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 11, 2022. All amounts shown in these financial statements and accompanying notes are in thousands, except percentages and per share and share amounts. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies |
Use of Estimates | Use of Estimates The preparation of the financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions by management that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities, as reported on the balance sheet date, and the reported amounts of revenues and expenses arising during the reporting period. The main areas in which assumptions, estimates and the exercising of judgment are appropriate relate to, valuation allowances for receivables and inventory, valuation of contingent consideration and warrant liabilities, valuation of intangible and other long-lived assets, product sales allowances and reserves, share-based payments and income taxes including deferred tax assets and liabilities. Estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. They are continuously reviewed but may vary from the actual values. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Acquisition Contract Liabilities | Acquisition contract liabilities, net consist of the following: Schedule of Acquisition Contract Liabilities (in thousands) June 30, 2022 December 31, 2021 Short-term acquisition contract liabilities: Contingent consideration $ - $ - Start-up cost financing 3,600 3,600 Contract asset (358 ) (358 ) Acquisition contract liabilities, net $ 3,242 $ 3,242 Long-term acquisition contract liabilities: Contingent consideration $ 4,300 $ 6,200 Start-up cost financing 3,700 3,700 Contract asset (179 ) (358 ) Acquisition contract liabilities, net $ 7,821 $ 9,542 Total acquisition contract liabilities: Contingent consideration $ 4,300 $ 6,200 Start-up cost financing 7,300 7,300 Contract asset (537 ) (716 ) Total acquisition contract liabilities, net $ 11,063 $ 12,784 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy Valuation Inputs | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy Valuation Inputs (in thousands) Level June 30, 2022 December 31, 2021 Liabilities: Contingent Consideration 3 $ 4,300 $ 6,200 Warrant liability – 2021 Common warrant 3 $ 1,743 $ 12,854 Warrant liability - 2022 Common warrant 3 $ 3,385 $ - Warrant liability- 2022 Common warrant (Pre-funded) 2 $ 2,918 $ - Warrant liability 2 $ 2,918 $ - |
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, 2020 $ 7,602 Change in fair value of contingent consideration 998 Balance at June 30, 2021 $ 8,600 Balance at December 31, 2021 $ 6,200 Change in fair value of contingent consideration (1,900 ) Balance at June 30, 2022 $ 4,300 |
Schedule of Changes in Fair Value Warrant Liabilities | The following table presents the changes in the warrant liability measured at fair value (in thousands): Schedule of Changes in Fair Value Warrant Liabilities (in thousands) Fair value at December 31, 2021 $ 12,854 Issuance of new derivative liabilities 9,274 Change in fair value of warrant liability (14,082 ) Fair value at June 30, 2022 $ 8,046 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Allowance and Accrual Activities | An analysis of the changes in product revenue allowances and reserves is summarized as follows: Schedule of Revenue Allowance and Accrual Activities (in thousands): Returns Co-pay assistance program Prompt pay discounts Government and payor rebates Total Balance at December 31, 2020 $ 217 $ 52 $ 15 $ 43 $ 327 Provision related to current period sales 2 118 5 78 203 Credit or payments made during the period (135 ) (170 ) (4 ) (62 ) (371 ) Balance at June 30, 2021 $ 84 $ - $ 16 $ 59 $ 159 Balance at December 31, 2021 $ 43 $ 101 $ 48 $ 54 $ 246 Beginning balance $ 43 $ 101 $ 48 $ 54 $ 246 Provision related to current period sales 5 380 11 129 517 Credit or payments made during the period (5 ) (300 ) (20 ) (115 ) (440 ) Balance at June 30, 2022 $ 43 $ 181 $ 39 $ 68 $ 331 Ending balance $ 43 $ 181 $ 39 $ 68 $ 331 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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) June 30, 2022 December 31, 2021 Receivable for common stock warrants proceeds $ - $ 3,258 Prepaid expenses 599 $ 824 Security deposits 128 149 Other 487 756 Total $ 1,214 $ 4,987 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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) June 30, 2022 December 31, 2021 Computer equipment $ 87 $ 85 Computer software 27 27 Furniture & fixtures 81 81 Leasehold improvement 368 368 Machinery & equipment 145 112 Property and equipment, gross 708 673 Less: Accumulated depreciation (460 ) (406 ) Property and equipment, net $ 248 $ 267 |
Intangible Asset, Net (Tables)
Intangible Asset, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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) June 30, 2022 December 31, 2021 Xepi® license $ 4,600 $ 4,600 Less: Accumulated amortization (1,359 ) (1,150 ) Intangible asset, net $ 3,241 $ 3,450 |
Statement of Cash Flows Recon_2
Statement of Cash Flows Reconciliation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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) June 30, 2022 December 31, 2021 Cash and cash equivalents $ 31,913 $ 24,545 Short-term restricted cash 47 47 Long-term restricted cash 150 150 Total cash, cash equivalent, and restricted cash shown on the statements of cash flows $ 32,110 $ 24,742 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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) June 30, 2022 December 31, 2021 Legal settlement (See note 23) $ 5,625 $ 5,625 Employee compensation and benefits 2,302 2,384 Professional fees 659 570 Product revenue allowances and reserves 331 246 Other 496 829 Total $ 9,413 $ 9,654 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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) June 30, 2022 December 31, 2021 Legal settlement – noncurrent (See note 23) $ 5,625 $ 5,625 Other 25 24 Total $ 5,650 $ 5,649 |
Equity Incentive Plans and Sh_2
Equity Incentive Plans and Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Unit Activity | Options outstanding and exercisable under the employee share option plan as of June 30, 2022 and a summary of option activity during the six months then ended is presented below. Schedule of Stock Unit Activity Shares Weighted Average Exercise Weighted Average Remaining Contractual Term Aggregate Intrinsic Outstanding at December 31, 2021 613,614 $ 4.77 Granted 1,081,812 $ 2.62 Exercised - $ - Canceled or forfeited (63,946 ) $ 4.77 Outstanding at June 30, 2022 1,631,480 $ 3.34 9.73 $ - Exercisable at June 30, 2022 7,332 $ 2.61 9.88 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money at June 30, 2022. |
Schedule of Restricted Stock Units | Schedule of Restricted Stock Units Shares Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 170,068 $ $ 4.77 Awarded 343,512 $ $ 2.61 Vested (170,068 ) $ $ 4.77 Canceled or forfeited - $ $ - Outstanding at June 30, 2022 343,512 1.38 $ 639 $ 2.61 Expected to vest at June 30, 2022 343,512 1.38 $ 639 $ 2.61 |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Interest Expense | Interest expense, net consists of the following: Schedule of Interest Expense (in thousands) 2022 2021 2022 2021 For three months ended For six months ended (in thousands) 2022 2021 2022 2021 Interest expense $ (3 ) $ - $ (7 ) $ - Contract asset interest expense (89 ) (89 ) (179 ) (179 ) Interest income – related party 53 - 110 - Interest income – other 1 4 5 10 Interest expense, net $ (38 ) $ (85 ) $ (71 ) $ (169 ) |
Other Income, net (Tables)
Other Income, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net consists of the following: Schedule of Other Income, Net (in thousands) 2022 2021 2022 2021 For three months ended June 30, For six months ended June 30, (in thousands) 2022 2021 2022 2021 Reimbursed SPA costs $ - $ 185 $ - $ 284 Other, net 29 (30 ) 52 (50 ) Other income, net $ 29 $ 155 $ 52 $ 234 |
Net Earnings per Share (Tables)
Net Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income (loss) per common share: | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders. (in thousands, except share and per share data): Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders 2022 2021 2022 2021 Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Net income (loss) $ (850 ) $ (3,661 ) $ 4,711 $ (7,195 ) Shares: Basic weighted average common shares outstanding 18,823,497 8,000,000 17,968,870 8,000,000 Add: Effect of dilutive securities Stock options and restricted stock units - - 75,304 - Diluted weighted average common shares outstanding 18,823,497 8,000,000 18,044,174 8,000,000 Net earnings (loss) per share: Basic $ (0.05 ) $ (0.46 ) $ 0.26 $ (0.90 ) Diluted $ (0.05 ) $ (0.46 ) $ 0.26 $ (0.90 ) |
Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share | The following table sets forth the potential common shares that were not included in the diluted per share calculations for the six months ended June 30, 2022 because they would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share Six Months Ended June 30, 2022 Common stock warrants 7,768,537 Common stock options 848,550 Unit Purchase Options 403,628 Total anti-dilutive securities 403,628 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Commitments and Sublease Income | The minimum aggregate payments of all future lease commitments as of June 30, 2022, are as follows: (in thousands) Schedule of Future Commitments and Sublease Income Years ending December 31, Future lease commitments Remainder of 2022 $ 414 2023 609 2024 474 2025 352 Thereafter - Total $ 1,849 |
Business Overview (Details Narr
Business Overview (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jul. 26, 2022 | Jul. 14, 2022 | May 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash and cash equivalents, at carrying value | $ 31,913,000 | $ 31,913,000 | $ 24,545,000 | |||||
Loss from operations | 6,212,000 | $ 3,687,000 | 9,322,000 | $ 7,215,000 | ||||
Net operating activities | 1,987,000 | $ 4,508,000 | ||||||
Accumulated deficit | 74,168,000 | 74,168,000 | $ 78,879,000 | |||||
Working capital payments | 7,300,000 | 7,300,000 | ||||||
Accrued liabilities and other liabilities | $ 5,600,000 | $ 5,600,000 | ||||||
Subsequent Event [Member] | ||||||||
Proceeds from stock issuance | $ 1,569 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,857,143 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.62 | |||||||
Proceeds from Issuance of Warrants | $ 4,600,000 | |||||||
Common Stock [Member] | ||||||||
Proceeds from stock issuance | $ 9,400,000 |
Schedule of Acquisition Contrac
Schedule of Acquisition Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Contingent consideration | $ 4,300 | $ 6,200 |
Start-up cost financing | 7,300 | 7,300 |
Contract asset | (537) | (716) |
Total acquisition contract liabilities, net | 11,063 | 12,784 |
Short-Term Debt [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Contingent consideration | ||
Start-up cost financing | 3,600 | 3,600 |
Contract asset | (358) | (358) |
Total acquisition contract liabilities, net | 3,242 | 3,242 |
Long-Term Debt [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Contingent consideration | 4,300 | 6,200 |
Start-up cost financing | 3,700 | 3,700 |
Contract asset | (179) | (358) |
Total acquisition contract liabilities, net | $ 7,821 | $ 9,542 |
Acquisition Contract Liabilit_3
Acquisition Contract Liabilities (Details Narrative) $ in Millions | Mar. 25, 2019 USD ($) |
Monte Carlo Simulation Model [Member] | Measurement Input, Discount Rate [Member] | |
Business Acquisition [Line Items] | |
Derivative liability measuremnet input | 6 |
Cutanea Life Sciences, Inc. [Member] | |
Business Acquisition [Line Items] | |
Equity interest in acquiree, percentage | 100% |
Biofrontera AG [Member] | |
Business Acquisition [Line Items] | |
Equity interest in acquiree, percentage | 29.90% |
Maruho Co, Ltd. [Member] | |
Business Acquisition [Line Items] | |
Sale of equity estimated profits contingent consideration | $ 6.5 |
Start-up cost financing interest rate | 6% |
Start-up cost financing term | 57 months |
Start-up cost financing maturity date | Dec. 31, 2023 |
Maruho Co, Ltd. [Member] | Share Purchase Agreement [Member] | |
Business Acquisition [Line Items] | |
Start-up cost financing | $ 7.3 |
Xepi [Member] | |
Business Acquisition [Line Items] | |
Start-up cost financing | 7.3 |
Non-interest bearing start-up cost financing | $ 1.7 |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy Valuation Inputs (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration | $ 4,300 | $ 6,200 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability - 2021 Common Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 1,743 | 12,854 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability - 2022 Common Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 3,385 | |
Fair Value, Inputs, Level 2 [Member] | Warrant Liability- 2022 Pre-funded Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 2,918 |
Schedule of Fair Value of Conti
Schedule of Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||||
Beginning balance, fair value of contingent consideration | $ 6,200 | $ 7,602 | $ 7,602 | ||
Change in fair value of contingent consideration | $ (1,900) | $ 500 | (1,900) | 998 | 998 |
Ending balance, fair value of contingent consideration | $ 4,300 | $ 8,600 | $ 4,300 | $ 8,600 | $ 6,200 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Fair value at December 31, 2021 | $ 12,854 | |||
Issuance of new derivative liabilities | 9,274 | |||
Change in fair value of warrant liability | $ (5,371) | (14,082) | ||
Fair value at June 30, 2022 | $ 8,046 | $ 8,046 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - $ / shares | Jun. 30, 2022 | May 16, 2022 |
Warrant Liability- 2022 Pre-funded Warrant [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Warrant purchase, common stock | 1,569,000 | |
Warrants exercise price | $ 0.001 | |
2022 Purchase Warrants [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Warrant purchase, common stock | 3,419,000 | |
Warrants exercise price | $ 2.77 | |
Pre-funded Warrant [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Warrant purchase, common stock | 1,507,143 | 1,569,000 |
Warrants exercise price | $ 2.77 | $ 2.75 |
Purchase Warrant [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Warrant purchase, common stock | 2,857,143 | 3,419,000 |
Warrants exercise price | $ 5.25 |
Schedule of Revenue Allowance a
Schedule of Revenue Allowance and Accrual Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Beginning balance | $ 246 | $ 327 |
Provision related to current period sales | 517 | 203 |
Credit or payments made during the period | (440) | (371) |
Ending balance | 331 | 159 |
Returns [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 43 | 217 |
Provision related to current period sales | 5 | 2 |
Credit or payments made during the period | (5) | (135) |
Ending balance | 43 | 84 |
CoPay Assistance Program [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 101 | 52 |
Provision related to current period sales | 380 | 118 |
Credit or payments made during the period | (300) | (170) |
Ending balance | 181 | |
Prompt Pay Discounts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 48 | 15 |
Provision related to current period sales | 11 | 5 |
Credit or payments made during the period | (20) | (4) |
Ending balance | 39 | 16 |
Government and Payor Rebates [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning balance | 54 | 43 |
Provision related to current period sales | 129 | 78 |
Credit or payments made during the period | (115) | (62) |
Ending balance | $ 68 | $ 59 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 126 | $ 18 |
Other Receivables, Related Pa_2
Other Receivables, Related Party (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Accounts Receivable, Related Parties, Current | $ 3,045 | $ 8,647 | |
Accounts Receivable, Related Parties, Noncurrent | $ 2,813 | $ 2,813 | |
Legal settlements receivable percentage | 50% | ||
Other receivables | $ 300 | ||
Biofrontera AG [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accounts Receivable, Related Parties | 5,600 | ||
Accounts Receivable, Related Parties, Current | 2,800 | ||
Accounts Receivable, Related Parties, Noncurrent | $ 2,800 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6% |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
BF-RhodoLED [Member] | ||
[custom:ProvisionForInventories] | $ 100 | |
Xepi [Member] | ||
[custom:ProvisionForInventories] | $ 34 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Receivable for common stock warrants proceeds | $ 3,258 | |
Prepaid expenses | 599 | 824 |
Security deposits | 128 | 149 |
Other | 487 | 756 |
Total | $ 1,214 | $ 4,987 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 708 | $ 673 |
Less: Accumulated depreciation | (460) | (406) |
Property and equipment, net | 248 | 267 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 87 | 85 |
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 | $ 145 | $ 112 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 26,000 | $ 33,000 | $ 54,000 | $ 66,000 |
Schedule of Intangible Asset Ne
Schedule of Intangible Asset Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Xepi® license | $ 4,600 | $ 4,600 |
Less: Accumulated amortization | (1,359) | (1,150) |
Intangible asset, net | $ 3,241 | $ 3,450 |
Intangible Asset, Net (Details
Intangible Asset, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||||
Xepi license | $ 4,600 | $ 4,600 | $ 4,600 | ||
Finite-lived intangible asset, useful life | 11 years | ||||
Amortization of acquired intangible assets | $ 209 | $ 209 | |||
Selling, General and Administrative Expenses [Member] | |||||
Goodwill [Line Items] | |||||
Amortization of acquired intangible assets | $ 100 | $ 100 | $ 200 | $ 200 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Supplemental Cash Flow Elements [Abstract] | ||
Cash and cash equivalents | $ 31,913 | $ 24,545 |
Short-term restricted cash | 47 | 47 |
Long-term restricted cash | 150 | 150 |
Total cash, cash equivalent, and restricted cash shown on the statements of cash flows | $ 32,110 | $ 24,742 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Legal settlement (See note 23) | $ 5,625 | $ 5,625 |
Employee compensation and benefits | 2,302 | 2,384 |
Professional fees | 659 | 570 |
Product revenue allowances and reserves | 331 | 246 |
Other | 496 | 829 |
Total | $ 9,413 | $ 9,654 |
Schedule of Other Long Term Lia
Schedule of Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Legal settlement – noncurrent (See note 23) | $ 5,625 | $ 5,625 |
Other | 25 | 24 |
Total | $ 5,650 | $ 5,649 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Provision for federal income taxes | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Oct. 08, 2021 | Jul. 15, 2016 | |
Related Party Transaction [Line Items] | |||||||
Expense reimbursements | $ 0 | $ 0 | $ 500,000 | ||||
Loss Contingency, Receivable | $ 5,600,000 | $ 5,600,000 | |||||
Legal settlements receivable percentage | 50% | 50% | |||||
Interest income | $ 53,000 | $ 110,000 | |||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party costs | 6,200,000 | 1,200,000 | 11,500,000 | 3,900,000 | |||
Accounts payable related parties | 1,100,000 | 1,100,000 | $ 300,000 | ||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transfer price per unit increment percentage | 35% | ||||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transfer price per unit increment percentage | 50% | ||||||
Biofrontera Pharma for Ameluz [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Purchase price per unit percentage | 30% | ||||||
Biofrontera Pharma for Ameluz [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Purchase price per unit percentage | 50% | ||||||
Biofrontera AG [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts receivable, related parties | 5,600,000 | 5,600,000 | |||||
Loss Contingency, Receivable | 5,600,000 | 5,600,000 | |||||
Interest income | 100,000 | ||||||
Biofrontera AG [Member] | 2021 Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | 300,000 | 200,000 | 400,000 | 400,000 | |||
Biofrontera AG [Member] | Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts payable related parties | 200,000 | 200,000 | 200,000 | ||||
Bioscience [Member] | Clinica Lamp Lease Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | 16,000 | $ 15,000 | 31,000 | $ 28,000 | |||
Accounts receivable, related parties | 200,000 | 200,000 | 92,000 | ||||
Maruho Co, Ltd. [Member] | Cutanea Acquisition Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts receivable, related parties | $ 67,000 | $ 67,000 | $ 56,000 |
Restructuring costs (Details Na
Restructuring costs (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring costs | $ 0 | $ 0.5 | $ 0 | $ 0.5 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||
May 16, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 21, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Common stock par value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Proceeds from issuance of private placement | $ 9,400 | $ 9,391 | |||
Purchase Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant purchase, common stock | 3,419,000 | 2,857,143 | |||
Class of warrant or right, exercise price of warrants or rights | $ 5.25 | ||||
Pre-funded Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant purchase, common stock | 1,569,000 | 1,507,143 | |||
Class of warrant or right, exercise price of warrants or rights | $ 2.75 | $ 2.77 | |||
Private Placement [Member] | Pre-funded Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Class of warrant or right, exercise price of warrants or rights | $ 0.001 | ||||
Common Stock [Member] | Private Placement [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Stock issued during period, shares, new issues | 1,850,000 |
Schedule of Stock Unit Activity
Schedule of Stock Unit Activity (Details) shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) $ / shares shares | ||
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares Outstanding, Beginning Balance | shares | 613,614 | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.77 | |
Number of Shares Outstanding, Granted | shares | 1,081,812 | |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.62 | |
Number of Shares Outstanding, Exercised | shares | ||
Weighted Average Exercise Price, Exercised | $ / shares | ||
Number of Shares Outstanding, Canceled or expired | shares | (63,946) | |
Weighted Average Exercise Price, Canceled or expired | $ / shares | $ 4.77 | |
Number of Shares Outstanding, Ending Balance | shares | 1,631,480 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 3.34 | |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 9 years 8 months 23 days | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ | [1] | |
Number of Shares Exercisable, Ending Balance | shares | 7,332 | |
Weighted Average Exercise Price Options Exercisable, Ending Balance | $ / shares | $ 2.61 | |
Share based compensation arrangement By share based payment award options outstanding weighted average exercisable remaining contractual term | 9 years 10 months 17 days | |
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ | [1] | |
[1]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money at June 30, 2022. |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Outstanding, Awarded | 343,512 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares outstanding, beginning balance | 170,068 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 4.77 |
Number of Shares Outstanding, Awarded | 343,512,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2.61 |
Number of Shares Outstanding, Vested | (170,068,000) |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 4.77 |
Number of Shares Outstanding, Canceled or expired | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | |
Share based compensation arrangement by share based payment award options vested and expected to vest outstanding number, ending balance | 343,512,000 |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 1 year 4 months 17 days |
Total Intrinsic Value, Ending Balance | $ | $ 639 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 2.61 |
Share based compensation arrangement by share based payment award options vested and expected to vest outstanding number, ending balance | 343,512,000 |
Weighted Average Remaining Contractual Term, Ending Balance | 1 year 4 months 17 days |
Total Intrinsic Value Exercisable, Ending Balance | $ | $ 639 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.61 |
Equity Incentive Plans and Sh_3
Equity Incentive Plans and Share-Based Payments (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 02, 2022 | May 18, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Granted options exercise price | $ 2.62 | |||||||
Number of stock options granted | 1,081,812,000 | |||||||
Unrecognized compensation cost | $ 2,700,000 | $ 2,700,000 | ||||||
Compensation cost recognized, weighted average period | 2 years 7 months 6 days | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 343,512 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Grant date fair value of share based compensation awarded during the period | 900,000 | $ 900,000 | ||||||
Unrecognized compensation cost | 800,000 | $ 800,000 | ||||||
Compensation cost recognized, weighted average period | 1 year 10 months 24 days | |||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 343,512,000 | |||||||
Selling, General and Administrative Expenses [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation expenses | 200,000 | $ 0 | $ 300,000 | $ 0 | ||||
Selling, General and Administrative Expenses [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation expenses | $ 400,000 | $ 0 | $ 800,000 | $ 0 | ||||
Non-qualified Stock Options [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Granted options exercise price | $ 2.61 | |||||||
Grant date fair value of share based compensation awarded during the period | $ 1,700,000 | |||||||
Number of stock options granted | 1,053,434 | |||||||
Omnibus Incentive Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Remain eligible for issuance shares | 2,693,311 | 2,693,311 | 2,750,000 | |||||
Contractual term | 10 | |||||||
Omnibus Incentive Plan [Member] | Non-qualified Stock Options [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Contractual term | ten years | |||||||
Granted options exercise price | $ 2.96 | |||||||
Grant date fair value of share based compensation awarded during the period | $ 44,000 | |||||||
Number of stock options granted | 28,378 | |||||||
Vesting period | 3 years |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Interest expense | $ (3) | $ (7) | ||
Contract asset interest expense | (89) | (89) | (179) | (179) |
Interest income – related party | 53 | 110 | ||
Interest income – other | 1 | 4 | 5 | 10 |
Interest expense, net | $ (38) | $ (85) | $ (71) | $ (169) |
Interest Expense, net (Details
Interest Expense, net (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Contract asset | $ (537) | $ (716) |
Startup cost financing | 7,300 | $ 7,300 |
Maruho Co, Ltd. [Member] | Cutanea Acquisition Agreement [Member] | ||
Contract asset | 1,700 | |
Startup cost financing | $ 7,300 | |
Debt interest rate | 6% | |
Debt maturity date | Dec. 31, 2023 |
Schedule of Other Income, Net (
Schedule of Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Reimbursed SPA costs | $ 185 | $ 284 | ||
Other, net | 29 | (30) | 52 | (50) |
Other income, net | $ 29 | $ 155 | $ 52 | $ 234 |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income (loss) per common share: | ||||
Net income (loss) | $ (850) | $ (3,661) | $ 4,711 | $ (7,195) |
Shares: | ||||
Basic weighted average common shares outstanding | 18,823,497 | 8,000,000 | 17,968,870 | 8,000,000 |
Stock options and restricted stock units | 75,304 | |||
Diluted weighted average common shares outstanding | 18,823,497 | 8,000,000 | 18,044,174 | 8,000,000 |
Net earnings (loss) per share: | ||||
Basic | $ (0.05) | $ (0.46) | $ 0.26 | $ (0.90) |
Diluted | $ (0.05) | $ (0.46) | $ 0.26 | $ (0.90) |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Common Stock Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive securities | 7,768,537 |
Common Stock Options [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive securities | 848,550 |
Unit Purchase Options [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive securities | 403,628 |
Schedule of Future Commitments
Schedule of Future Commitments and Sublease Income (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 414 |
2023 | 609 |
2024 | 474 |
2025 | 352 |
Thereafter | |
Total | $ 1,849 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Nov. 29, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Loss Contingencies [Line Items] | |||||
Settlement agreement term description | the Company entered into a settlement and release agreement with respect to a lawsuit filed March 23, 2018 | aggregate settlement amount, plus interest accrued at a rate equal to the weekly average one-year constant maturity Treasury yield and agreed to pay in three annual installments. | |||
Litigation settlement, expense | $ 22,500 | ||||
Settlement amount | 11,250 | ||||
Legal settlement liability | $ 11,300 | $ 11,300 | |||
Loss Contingency, Receivable | 5,600 | 5,600 | |||
First Installment [Member] | |||||
Loss Contingencies [Line Items] | |||||
Settlement amount | 11,300 | ||||
Xepi LSA [Member] | |||||
Loss Contingencies [Line Items] | |||||
Annual net sales | 2,000 | $ 4,000 | 2,000 | $ 4,000 | |
Xepi LSA [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Revenues | 25,000 | 50,000 | |||
Maruho Co, Ltd. [Member] | December 31, 2022 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Repayments of related party debt | 3,600 | ||||
Maruho Co, Ltd. [Member] | December 31, 2023 [Member] | |||||
Loss Contingencies [Line Items] | |||||
Repayments of related party debt | 3,700 | ||||
Biofrontera AG [Member] | First Installment [Member] | |||||
Loss Contingencies [Line Items] | |||||
Settlement amount | $ 5,600 | ||||
Facility Leases [Member] | |||||
Loss Contingencies [Line Items] | |||||
Security deposit | 100 | 100 | |||
Rent expense | $ 100 | 200 | $ 200 | 400 | |
Auto Leases [Member] | |||||
Loss Contingencies [Line Items] | |||||
Lease payment term | 40 months | 40 months | |||
Lease expense | $ 100 | $ 100 | $ 300 | $ 200 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Employee contributions description | The Company matches 50% of employee contributions up to a maximum of 6% of employees’ salary | |||
Contribution cost | $ 47 | $ 67 | $ 100 | $ 100 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||||
Jul. 26, 2022 | Jul. 14, 2022 | May 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 21, 2020 | |
Subsequent Event [Line Items] | ||||||
Common stock shares issued | 19,011,438 | 17,104,749 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from issuance of common stock | $ 9,400,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock shares issued | 1,569,000 | |||||
Proceeds from issuance of common stock | $ 1,569 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,857,143 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.62 | |||||
Stock Issued During Period, Shares, New Issues | 4,285,715 | |||||
Proceeds from warrant exercises | $ 4,300,000 | |||||
Warrants rights exercisable date | Jan. 27, 2023 | |||||
Warrant expiration date | Dec. 01, 2026 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share price per shares | $ 0.001 | |||||
Subsequent Event [Member] | Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share price per shares | $ 1.66 |