Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 26,699,002 | |
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 $5.00 per share | |
Trading Symbol | BFRIW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 27,518 | $ 24,545 |
Accounts receivable, net | 1,562 | 3,784 |
Other receivables, related party | 3,503 | 8,647 |
Inventories | 12,087 | 4,458 |
Prepaid expenses and other current assets | 3,823 | 4,987 |
Total current assets | 48,493 | 46,421 |
Other receivables long term, related party | 2,813 | 2,813 |
Property and equipment, net | 224 | 267 |
Intangible asset, net | 3,136 | 3,450 |
Other assets | 393 | 268 |
Total assets | 55,059 | 53,219 |
Current liabilities: | ||
Accounts payable | 253 | 658 |
Accounts payable, related parties | 4,206 | 282 |
Acquisition contract liabilities, net | 3,242 | 3,242 |
Accrued expenses and other current liabilities | 9,442 | 9,654 |
Total current liabilities | 17,143 | 13,836 |
Long-term liabilities: | ||
Acquisition contract liabilities, net | 5,711 | 9,542 |
Warrant liability | 3,964 | 12,854 |
Other liabilities | 5,646 | 5,649 |
Total liabilities | 32,464 | 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 September 30, 2022 and December 31, 2021 | ||
Common Stock, $0.001 par value, 300,000,000 shares authorized; 23,550,960 and 17,104,749 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 23 | 17 |
Additional paid-in capital | 99,306 | 90,200 |
Accumulated deficit | (76,734) | (78,879) |
Total stockholders’ equity | 22,595 | 11,338 |
Total liabilities and stockholders’ equity | $ 55,059 | $ 53,219 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 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 | 23,550,960 | 17,104,749 |
Common stock, shares outstanding | 23,550,960 | 17,104,749 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total revenues, net | $ 4,322 | $ 4,334 | $ 18,530 | $ 14,932 |
Operating expenses | ||||
Cost of revenues, related party | 2,127 | 2,249 | 9,504 | 7,630 |
Cost of revenues, other | 98 | 41 | 425 | 339 |
Selling, general and administrative | 7,765 | 17,090 | 25,050 | 27,412 |
Selling, general and administrative, related party | 171 | 160 | 612 | 520 |
Restructuring costs | 199 | 654 | ||
Change in fair value of contingent consideration | (2,200) | 700 | (4,100) | 1,698 |
Total operating expenses | 7,961 | 20,439 | 31,491 | 38,253 |
Loss from operations | (3,639) | (16,105) | (12,961) | (23,321) |
Other income (expense) | ||||
Change in fair value of warrants | 1,185 | 15,267 | ||
Interest expense, net | (89) | (86) | (160) | (255) |
Other income (expense), net | (22) | 185 | 30 | 419 |
Total other income (expense) | 1,074 | 99 | 15,137 | 164 |
Income (loss) before income taxes | (2,565) | (16,006) | 2,176 | (23,157) |
Income tax expense | 1 | 6 | 31 | 51 |
Net income (loss) | $ (2,566) | $ (16,012) | $ 2,145 | $ (23,208) |
Income (loss) per common share: | ||||
Basic | $ (0.11) | $ (2) | $ 0.11 | $ (2.90) |
Diluted | $ (0.11) | $ (2) | $ 0.11 | $ (2.90) |
Weighted-average common shares outstanding: | ||||
Basic | 22,725,821 | 8,000,000 | 19,560,351 | 8,000,000 |
Diluted | 22,725,821 | 8,000,000 | 19,605,014 | 8,000,000 |
Product [Member] | ||||
Total revenues, net | $ 4,290 | $ 4,319 | $ 18,467 | $ 14,890 |
Revenues Related Party [Member] | ||||
Total revenues, net | $ 32 | $ 15 | $ 63 | $ 42 |
Consolidated Statements of Stoc
Consolidated 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 | (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) |
Beginning 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 | |||
Beginning balance, value at Dec. 31, 2021 | $ 17 | 90,200 | (78,879) | 11,338 |
Beginning balance, shares at Dec. 31, 2021 | 17,104,749 | |||
Exercise of pre-funded warrants | $ 1 | 2,840 | 2,841 | |
Exercise of pre-funded warrants, shares | 1,569,000 | |||
Exercise of PIPE warrants | $ 3 | 4,683 | 4,686 | |
Exercise of PIPE warrants, shares | 2,857,143 | |||
Issuance of shares for vested restricted stock units | ||||
Issuance of shares for vested restricted stock units, shares | 170,068 | |||
Stock based compensation | 1,469 | 1,469 | ||
Net loss | 2,145 | 2,145 | ||
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, net of issuance costs, shares | 1,850,000 | |||
Ending balance, value at Sep. 30, 2022 | $ 23 | 99,306 | (76,734) | 22,595 |
Ending balance, shares at Sep. 30, 2022 | 23,550,960 | |||
Beginning balance, value at Jun. 30, 2022 | $ 19 | 91,382 | (74,168) | 17,233 |
Beginning balance, shares at Jun. 30, 2022 | 19,011,438 | |||
Exercise of pre-funded warrants | $ 1 | 2,840 | 2,841 | |
Exercise of pre-funded warrants, shares | 1,569,000 | |||
Exercise of PIPE warrants | $ 3 | 4,683 | 4,686 | |
Exercise of PIPE warrants, shares | 2,857,143 | |||
Issuance of shares for vested restricted stock units | ||||
Issuance of shares for vested restricted stock units, shares | 113,379 | |||
Stock based compensation | 401 | 401 | ||
Net loss | (2,566) | (2,566) | ||
Ending balance, value at Sep. 30, 2022 | $ 23 | $ 99,306 | $ (76,734) | $ 22,595 |
Ending balance, shares at Sep. 30, 2022 | 23,550,960 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,145 | $ (23,208) |
Adjustments to reconcile net income (loss) to cash flows used in operations | ||
Depreciation | 80 | 95 |
Amortization of acquired intangible assets | 314 | 314 |
Change in fair value of contingent consideration | (4,100) | 1,698 |
Change in fair value of warrant liabilities | (15,267) | |
Stock-based compensation | 1,469 | |
Provision for inventory obsolescence | 100 | 31 |
Provision for doubtful accounts | 111 | 36 |
Non-cash interest expense | 268 | 268 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,111 | 1,210 |
Other receivables, related party | 5,145 | |
Prepaid expenses and other assets | 4,121 | 234 |
Inventories | (7,728) | 1,613 |
Accounts payable and related party payables | 3,519 | 308 |
Accrued expenses and other liabilities | (216) | 11,676 |
Cash flows used in operating activities | (7,928) | (5,725) |
Cash flows from investing activities | ||
Disbursement for loan receivable | (3,033) | |
Purchases of property and equipment | (37) | (2) |
Cash flows used in investing activities | (3,070) | (2) |
Cash flows from financing activities: | ||
Payment of deferred offering costs | (638) | |
Proceeds from issuance of common stock and warrants in private placement, net of issuance costs | 9,391 | |
Proceeds from exercise of warrants | 4,630 | |
Cash flows provided by (used) in financing activities | 14,021 | (638) |
Net increase (decrease) in cash and cash equivalents | 3,023 | (6,365) |
Cash, cash equivalents and restricted cash, at the beginning of the period | 24,742 | 8,278 |
Cash, cash equivalents and restricted cash, at the end of the period | 27,765 | 1,913 |
Supplemental disclosure of cash flow information | ||
Interest paid | 10 | |
Income taxes paid, net | 30 | 9 |
Supplemental non-cash investing and financing activities | ||
Deferred offering costs included in accrued expenses and other liabilities | 460 | |
Non-cash purchase of fixed assets included in accounts payable and related party payable | 13 | |
Conversion of warrant liability to equity | $ 6,840 |
Business Overview
Business Overview | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | 1. Business Overview Biofrontera Inc. (the “Company”) includes its wholly owned subsidiary Bio-FRI GmbH (“Bio-FRI” or “subsidiary”). Biofrontera Inc. is 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 devices, the BF-RhodoLED® lamp series, consisting of the BF-RhodoLED® and the RhodoLED® XL lamps, 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 Our subsidiary, Bio-FRI was formed on February 9, 2022, as a German presence to facilitate our relationship with the Ameluz Licensor. Liquidity and Going Concern The Company’s primary sources of liquidity are its existing cash balances and cash flows from equity financing transactions. In July of 2022, we received proceeds of $ 4.6 (See Note 18 Stockholders’ Equity) 27.5 24.5 Since we commenced operations in 2015, we have generated significant losses. For the nine months ended September 30, 2022 and 2021, we incurred losses from operations of $ 13.0 23.3 7.9 5.7 76.7 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 our licensed products in the United States. We also expect to incur additional expenses to add and improve operational, financial and information systems and personnel, including personnel to support our product commercialization efforts. In addition, we expect to incur significant costs to continue to comply with corporate governance, regulatory reporting and other requirements applicable to us as a public company in the U.S. We also intend to be opportunistic in our business plans which may include acquiring additional shares of Biofrontera AG as a strategic measure. Our future growth is dependent on our ability to obtain additional equity financing. Based on current operating plans and financial forecasts, we expect that our current cash and cash equivalents will be sufficient to fund our operations for at least the next twelve months from the date of issuance of our financial statements. However, if our current operating plans or financial forecasts change, or we are unable to obtain additional financing, we may need to reduce the discretionary spend on promotional expenses, branding, marketing consulting and defer some hiring. While we expect to continue being flexible in our spending over the next twelve months, we do not consider there to be a need to significantly revise our operations currently. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 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 consolidated 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 consolidated 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 September 30, 2022, the Company’s operating results for the three and nine months ended September 30, 2022 and 2021, and the Company’s cash flows for the nine months ended September 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 tables are in thousands and amounts in the notes are in millions, except percentages and per share and share amounts. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). These consolidated financial statements include the accounts of our wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. 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, realization 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 September 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, 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) September 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 $ 2,100 $ 6,200 Start-up cost financing 3,700 3,700 Contract asset (89 ) (358 ) Acquisition contract liabilities, net $ 5,711 $ 9,542 Total acquisition contract liabilities: Contingent consideration $ 2,100 $ 6,200 Start-up cost financing 7,300 7,300 Contract asset (447 ) (716 ) Total acquisition contract liabilities, net $ 8,953 $ 12,784 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 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 September 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 September 30, 2022 December 31, 2021 Liabilities: Contingent Consideration 3 $ 2,100 $ 6,200 Warrant liability – 2021 Purchase Warrants 3 $ - $ 12,854 Warrant liability - 2022 Purchase Warrants 3 $ 1,607 $ - Warrant liability – 2022 Inducement Warrants 3 $ 2,357 $ - Warrant liability 3 $ 2,357 $ - 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 consolidated 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 1,698 Balance at September 30, 2021 $ 9,300 Balance at December 31, 2021 $ 6,200 Change in fair value of contingent consideration (4,100 ) Balance at September 30, 2022 $ 2,100 Warrant Liability Exercise of 2021 Purchase Warrant and Issuance of July 2022 Inducement Warrant 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 5.25 to $ 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 proceeds of $ 4.6 million from the exercise of the 2021 Purchase Warrants and expensed $ 0.3 This price modification triggered the requirement for modification accounting of these warrants. Based on the applicable guidance for liability classified warrants, the warrants issued during the three months ended September 2022 in connection with the modification and exercise of the 2021 Purchase Warrants were considered inducement warrants and their fair value of $ 3.9 million at issuance was considered part of the modification transaction and included in the change in fair value and recognized in the consolidated statement of operations. The fair value was determined using a Black-Scholes option pricing model with the following assumptions: fair value of the underlying common stock of $1.64, expected volatility of 70%, risk free rate of 2.84%, remaining contractual term of 4.34 years and a dividend yield of 0%. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The Inducement Warrant is exercisable on or after January 27, 2023 1.66 December 1, 2026 May 2022 Pre-Funded and Purchase Stock Warrants. 1,569,000 0.001 3,419,000 2.77 2 1.05 75 4.01 5.13 0 The Company utilize d Inducement with the following assumptions: fair value of the underlying common stock of $ 1.05 80 4.10 4.17 0 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 warrants 13,217 Exercise of warrants (6,840 ) Change in fair value of warrant liability (15,267 ) Fair value at September 30, 2022 $ 3,964 |
Revenue
Revenue | 9 Months Ended |
Sep. 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 2 211 6 119 338 Credit or payments made during the period (142 ) (263 ) (5 ) (113 ) (523 ) Balance at September 30, 2021 $ 77 $ - $ 16 $ 49 $ 142 Balance at December 31, 2021 $ 43 $ 101 $ 48 $ 54 $ 246 Provision related to current period sales 8 503 16 164 691 Credit or payments made during the period (5 ) (400 ) (23 ) (149 ) (577 ) Balance at September 30, 2022 $ 46 $ 204 $ 41 $ 69 $ 360 |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2022 | |
Credit Loss [Abstract] | |
Accounts Receivable, net | 6. Accounts Receivable, net Accounts receivables are mainly attributable to the sale of Ameluz ® ® The allowance for doubtful accounts was $ 0.1 million and negligible |
Other Receivables, Related Part
Other Receivables, Related Party | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Other Receivables, Related Party | 7. Other Receivables, Related Party As of September 30, 2022, the Company has a receivable of $ 6.3 million ($ 3.5 short term and $ 2.8 long-term) due from Biofrontera AG of which $ 6.1 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, plus other miscellaneous settlement costs, 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 ® s such no reserve for the receivable has been recorded as of September 30, 2022 or December 31, 2021. The remaining $ 0.2 Note 16- Related Party Transactions |
Inventories
Inventories | 9 Months Ended |
Sep. 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 ® |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Loan receivable, short term $ 3,017 $ - Receivable for common stock warrants proceeds $ - $ 3,258 Prepaid expenses 460 $ 824 Security deposits 85 149 Other 261 756 Total $ 3,823 $ 4,987 On September 23, 2022. the Company entered into a loan agreement with Quirin PrivatBank AG in the amount of 3.1 1.0% December 6, 2022 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Computer equipment $ 88 $ 85 Computer software 27 27 Furniture & fixtures 81 81 Leasehold improvement 368 368 Machinery & equipment 145 112 Property and equipment, gross 709 673 Less: Accumulated depreciation (485 ) (406 ) Property and equipment, net $ 224 $ 267 Depreciation expense was $ 0.1 , for the nine months ended September 30, 2022 and 2021. which was included in selling, general and administrative expense in the consolidated statements of operations. Depreciation expense for the three months ended September 30, 2022 and 2021 was negligible. |
Intangible Asset, Net
Intangible Asset, Net | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Xepi® license $ 4,600 $ 4,600 Less: Accumulated amortization (1,464 ) (1,150 ) Intangible asset, net $ 3,136 $ 3,450 The Xepi® license intangible asset was recorded at acquisition-date fair value of $ 4.6 11 0.1 0.3 0.1 0.3 We review the Xepi ® In October 2022, upon receiving notification of further third-party manufacturing delays that impacted the timing of sales expansion and improved market positioning of the Xepi ® ® The Company did not recognize any impairment charges during the three or nine months ended September 30, 2022 or 2021. |
Statement of Cash Flows Reconci
Statement of Cash Flows Reconciliation | 9 Months Ended |
Sep. 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 consolidated statements of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (in thousands) September 30, 2022 December 31, 2021 Cash and cash equivalents $ 27,518 $ 24,545 Short-term restricted cash 47 47 Long-term restricted cash 200 150 Total cash, cash equivalent, and restricted cash shown on the consolidated statements of cash flows $ 27,765 $ 24,742 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Legal settlement (See note 23) $ 5,625 $ 5,625 Employee compensation and benefits 2,243 2,384 Professional fees 676 570 Product revenue allowances and reserves 360 246 Other 538 829 Total $ 9,442 $ 9,654 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Legal settlement – noncurrent (See note 23) $ 5,625 $ 5,625 Other 21 24 Total $ 5,646 $ 5,649 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 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 consolidated statements of operations. As of September 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2022 were $ 5.2 16.6 1.0 5.7 4.2 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. 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 $ 0.2 0.6 0.2 0.5 0.2 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 minimal 0.2 0.1 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 amounts reimbursed relating to SPA costs for the three and nine months ended September 30, 2022. For the three and nine months ended September 30, 2021, the amounts reimbursed relating to SPA costs were $ 0.2 million and $ 0.5 million and were recorded as other income in the consolidated statements of operations as the related expenses were incurred. As of September 30, 2022 and December 31, 2021 amounts due from Maruho, primarily relating to SPA cost reimbursements, were $ 0.1 for each of the periods and were recorded in other receivables, related parties in the consolidated balance sheets. Others The Company has recorded a receivable of $ 6.1 million and $11.3 50 Refer to Note 7, Other Receivables, Related Party 0.1 |
Restructuring costs
Restructuring costs | 9 Months Ended |
Sep. 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 0.2 0.7 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 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 1,569,000 2.75 2.77 5 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. Exercise of 2022 Pre-Funded Warrant - 1,569,000 shares of common stock at an exercise price of $ .001 per share, resulting in negligible net proceeds, Exercise of 2021 Purchase Warrant and Issuance of July 2022 Inducement Warrant - 2,857,143 0.001 exchange for the 5.25 1.62 4,285,715 4.6 0.3 The Inducement Warrant is exercisable on or after January 27, 2023 1.66 December 1, 2026 |
Equity Incentive Plans and Shar
Equity Incentive Plans and Share-Based Payments | 9 Months Ended |
Sep. 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 years for stock options granted 2,579,932 Non-qualified stock options We maintain the 2021 Plan for the benefit of our officers, directors and employees. Employee stock options granted under the 2021 Plan generally vest in equal annual installments over three years and are exercisable for a period of up to ten years from the grant date. Non-employee director options vest in equal monthly installments following the date of grant and will be fully vested on the one-year anniversary of the date of grant. All stock options are exercisable at a price equal to the market value of the common shares underlying the option on the grant date. 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 $ 0.3 0.6 no Options outstanding and exercisable under the employee share option plan as of September 30, 2022 and a summary of option activity during the nine months then ended is presented below. Schedule of Stock Unit Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding at December 31, 2021 613,614 $ 4.77 Granted 1,290,489 $ 2.41 Exercised - $ - Canceled or forfeited (63,946 ) $ 4.77 Outstanding at September 30, 2022 1,840,157 $ 3.11 9.52 $ 6 Exercisable at September 30, 2022 29,332 $ 2.61 9.63 $ - (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 September 30, 2022. As of September 30, 2022, there was $ 2.6 2.5 Share-Based Compensation (RSUs) Restricted Stock Units (“RSUs”) will vest annually over two years, subject to the recipient’s continued service with the Company through the applicable vesting dates. The fair value of each RSU is estimated based on the closing market price of the Company’s common stock on the grant date. Share-based compensation expense of $ 0.1 0.9 no As of September 30, 2022, there was $ 0.7 1.6 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 September 30, 2022 343,512 1.13 $ 361 $ 2.61 Expected to vest at September 30, 2022 343,512 1.13 $ 361 $ 2.61 |
Interest Expense, net
Interest Expense, net | 9 Months Ended |
Sep. 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 nine months ended (in thousands) 2022 2021 2022 2021 Interest expense $ (3 ) $ - $ (10 ) $ - Contract asset interest expense (89 ) (90 ) (268 ) (268 ) Interest income – related party 1 - 110 - Interest income – other 2 4 8 13 Interest expense, net $ (89 ) $ (86 ) $ (160 ) $ (255 ) 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, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), net | 21. Other Income (Expense), net Other income (expense), net consists of the following: Schedule of Other Income, Net (in thousands) 2022 2021 2022 2021 For three months ended September 30, For nine months ended September 30, (in thousands) 2022 2021 2022 2021 Reimbursed SPA costs $ - $ 188 $ - $ 472 Other, net (22 ) (3 ) 30 (53 ) Other income (expense), net $ (22 ) $ 185 $ 30 $ 419 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 | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net income (loss) $ (2,566 ) $ (16,012 ) $ 2,145 $ (23,208 ) Shares: Basic weighted average common shares outstanding 22,725,821 8,000,000 19,560,351 8,000,000 Add: Effect of dilutive securities Stock options and restricted stock units - - 44,663 - Diluted weighted average common shares outstanding 22,725,821 8,000,000 19,605,014 8,000,000 Net earnings (loss) per share: Basic $ (0.11 ) $ (2.00 ) $ 0.11 $ (2.90 ) Diluted $ (0.11 ) $ (2.00 ) $ 0.11 $ (2.90 ) The following table sets forth the potential common shares that were not included in the diluted per share calculations for the three and nine months ended September 30, 2022 because they would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share Nine Months Ended September 30, Three Months Ended Nine Months Ended September 30, 2022 Common stock warrants 9,197,109 9,197,109 Common stock options and RSUs 2,073,337 1,112,395 Unit Purchase Options 403,628 403,628 Total anti-dilutive securities 403,628 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 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 0.4 0.2 0.6 Auto Leases The Company also leases autos for its field sales force with a lease payment term of 40 0.1 0.3 0.1 0.4 The minimum aggregate payments of all future lease commitments as of September 30, 2022, are as follows: (in thousands) Schedule of Future Commitments and Sublease Income Years ending December 31, Future lease commitments Remainder of 2022 $ 164 2023 565 2024 541 2025 389 Thereafter - Total $ 1,659 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 On November 29, 2021, the Company entered into a settlement and release agreement with respect to a lawsuit filed March 23, 2018 22.5 11.3 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 September 30, 2022 we have reflected a legal settlement liability in the amount of $ 11.3 5.6 |
Retirement Plan
Retirement Plan | 9 Months Ended |
Sep. 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 and nine months ended September 30, 2022, matching contribution costs paid by the Company were $ 0.1 million 0.2 0.1 million 0.2 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent Events We have completed an evaluation of subsequent events after the balance sheet date of September 30, 2022 through the date this Quarterly Report on Form 10-Q was submitted to the SEC. Adoption of a stockholder rights plan . 0.001 5.00 While the stockholder rights plan described above (the “Rights Plan”) is effective immediately, the Rights would become exercisable only if a person or group, or anyone acting in concert with such a person or group, acquires beneficial ownership, as defined in the Rights Agreement, of 20 Under the Rights Plan, a person or group who beneficially owned 20 20 Full details about the Rights Agreement are contained in a Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on October 14, 2022. Series A Junior Participating Cumulative Preferred Stock. 5,000 Acquisition of Biofrontera AG Shares. 1.00 3,148,042 2,623,365 2,623,365 Also, on November 8, 2022, the Company entered into an amendment to the Loan Agreement with Convertible Repayment Obligation dated September 23,2022. In the Amendment, Quirin PrivatBank AG assigned the acquired 1,601,318 As a result of these transactions, the Company now owns a total of 4,224,683 shares, which is 7.45 % of Biofrontera AG’s outstanding ordinary shares as of November 8, 2022. These shares were acquired in accordance with the loan receivable agreement (as amended on November 8, 2022) disclosed in Note 9- Prepaid Expenses and Other Current Assets Private Exchange Agreement |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis for Preparation of the Financial Statements | Basis for Preparation of the Financial Statements The accompanying unaudited interim consolidated 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 consolidated 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 September 30, 2022, the Company’s operating results for the three and nine months ended September 30, 2022 and 2021, and the Company’s cash flows for the nine months ended September 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 tables are in thousands and amounts in the notes are in millions, except percentages and per share and share amounts. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). These consolidated financial statements include the accounts of our wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
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, realization 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 September 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, 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) September 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 $ 2,100 $ 6,200 Start-up cost financing 3,700 3,700 Contract asset (89 ) (358 ) Acquisition contract liabilities, net $ 5,711 $ 9,542 Total acquisition contract liabilities: Contingent consideration $ 2,100 $ 6,200 Start-up cost financing 7,300 7,300 Contract asset (447 ) (716 ) Total acquisition contract liabilities, net $ 8,953 $ 12,784 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 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 September 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 September 30, 2022 December 31, 2021 Liabilities: Contingent Consideration 3 $ 2,100 $ 6,200 Warrant liability – 2021 Purchase Warrants 3 $ - $ 12,854 Warrant liability - 2022 Purchase Warrants 3 $ 1,607 $ - Warrant liability – 2022 Inducement Warrants 3 $ 2,357 $ - Warrant liability 3 $ 2,357 $ - |
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 1,698 Balance at September 30, 2021 $ 9,300 Balance at December 31, 2021 $ 6,200 Change in fair value of contingent consideration (4,100 ) Balance at September 30, 2022 $ 2,100 |
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 warrants 13,217 Exercise of warrants (6,840 ) Change in fair value of warrant liability (15,267 ) Fair value at September 30, 2022 $ 3,964 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 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 2 211 6 119 338 Credit or payments made during the period (142 ) (263 ) (5 ) (113 ) (523 ) Balance at September 30, 2021 $ 77 $ - $ 16 $ 49 $ 142 Balance at December 31, 2021 $ 43 $ 101 $ 48 $ 54 $ 246 Provision related to current period sales 8 503 16 164 691 Credit or payments made during the period (5 ) (400 ) (23 ) (149 ) (577 ) Balance at September 30, 2022 $ 46 $ 204 $ 41 $ 69 $ 360 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Loan receivable, short term $ 3,017 $ - Receivable for common stock warrants proceeds $ - $ 3,258 Prepaid expenses 460 $ 824 Security deposits 85 149 Other 261 756 Total $ 3,823 $ 4,987 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Computer equipment $ 88 $ 85 Computer software 27 27 Furniture & fixtures 81 81 Leasehold improvement 368 368 Machinery & equipment 145 112 Property and equipment, gross 709 673 Less: Accumulated depreciation (485 ) (406 ) Property and equipment, net $ 224 $ 267 |
Intangible Asset, Net (Tables)
Intangible Asset, Net (Tables) | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Xepi® license $ 4,600 $ 4,600 Less: Accumulated amortization (1,464 ) (1,150 ) Intangible asset, net $ 3,136 $ 3,450 |
Statement of Cash Flows Recon_2
Statement of Cash Flows Reconciliation (Tables) | 9 Months Ended |
Sep. 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 consolidated statements of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (in thousands) September 30, 2022 December 31, 2021 Cash and cash equivalents $ 27,518 $ 24,545 Short-term restricted cash 47 47 Long-term restricted cash 200 150 Total cash, cash equivalent, and restricted cash shown on the consolidated statements of cash flows $ 27,765 $ 24,742 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Legal settlement (See note 23) $ 5,625 $ 5,625 Employee compensation and benefits 2,243 2,384 Professional fees 676 570 Product revenue allowances and reserves 360 246 Other 538 829 Total $ 9,442 $ 9,654 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 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) September 30, 2022 December 31, 2021 Legal settlement – noncurrent (See note 23) $ 5,625 $ 5,625 Other 21 24 Total $ 5,646 $ 5,649 |
Equity Incentive Plans and Sh_2
Equity Incentive Plans and Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Unit Activity | Options outstanding and exercisable under the employee share option plan as of September 30, 2022 and a summary of option activity during the nine months then ended is presented below. Schedule of Stock Unit Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding at December 31, 2021 613,614 $ 4.77 Granted 1,290,489 $ 2.41 Exercised - $ - Canceled or forfeited (63,946 ) $ 4.77 Outstanding at September 30, 2022 1,840,157 $ 3.11 9.52 $ 6 Exercisable at September 30, 2022 29,332 $ 2.61 9.63 $ - (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 September 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 September 30, 2022 343,512 1.13 $ 361 $ 2.61 Expected to vest at September 30, 2022 343,512 1.13 $ 361 $ 2.61 |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 9 Months Ended |
Sep. 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 nine months ended (in thousands) 2022 2021 2022 2021 Interest expense $ (3 ) $ - $ (10 ) $ - Contract asset interest expense (89 ) (90 ) (268 ) (268 ) Interest income – related party 1 - 110 - Interest income – other 2 4 8 13 Interest expense, net $ (89 ) $ (86 ) $ (160 ) $ (255 ) |
Other Income (Expense), net (Ta
Other Income (Expense), net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income (expense), net consists of the following: Schedule of Other Income, Net (in thousands) 2022 2021 2022 2021 For three months ended September 30, For nine months ended September 30, (in thousands) 2022 2021 2022 2021 Reimbursed SPA costs $ - $ 188 $ - $ 472 Other, net (22 ) (3 ) 30 (53 ) Other income (expense), net $ (22 ) $ 185 $ 30 $ 419 |
Net Earnings per Share (Tables)
Net Earnings per Share (Tables) | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net income (loss) $ (2,566 ) $ (16,012 ) $ 2,145 $ (23,208 ) Shares: Basic weighted average common shares outstanding 22,725,821 8,000,000 19,560,351 8,000,000 Add: Effect of dilutive securities Stock options and restricted stock units - - 44,663 - Diluted weighted average common shares outstanding 22,725,821 8,000,000 19,605,014 8,000,000 Net earnings (loss) per share: Basic $ (0.11 ) $ (2.00 ) $ 0.11 $ (2.90 ) Diluted $ (0.11 ) $ (2.00 ) $ 0.11 $ (2.90 ) |
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 three and nine months ended September 30, 2022 because they would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share Nine Months Ended September 30, Three Months Ended Nine Months Ended September 30, 2022 Common stock warrants 9,197,109 9,197,109 Common stock options and RSUs 2,073,337 1,112,395 Unit Purchase Options 403,628 403,628 Total anti-dilutive securities 403,628 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 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 September 30, 2022, are as follows: (in thousands) Schedule of Future Commitments and Sublease Income Years ending December 31, Future lease commitments Remainder of 2022 $ 164 2023 565 2024 541 2025 389 Thereafter - Total $ 1,659 |
Business Overview (Details Narr
Business Overview (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash and cash equivalents, at carrying value | $ 27,518 | $ 27,518 | $ 24,545 | |||
Loss from operations | 3,639 | $ 16,105 | 12,961 | $ 23,321 | ||
Net operating activities | 7,928 | $ 5,725 | ||||
Accumulated deficit | 76,734 | 76,734 | 78,879 | |||
Acquisition contract liabilities | 8,953 | 8,953 | $ 12,784 | |||
Accrued liabilities and other liabilities | 5,600 | 5,600 | ||||
Maruho Co. Ltd. [Member] | ||||||
Acquisition contract liabilities | $ 7,300 | $ 7,300 | ||||
Common Stock [Member] | ||||||
Proceeds from stock issuance | $ 4,600 |
Schedule of Acquisition Contrac
Schedule of Acquisition Contract Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||
Contingent consideration | $ 2,100 | $ 6,200 | $ 9,300 | $ 7,602 |
Start-up cost financing | 7,300 | 7,300 | ||
Contract asset | (447) | (716) | ||
Acquisition contract liabilities, net | 3,242 | 3,242 | ||
Acquisition contract liabilities, net | 5,711 | 9,542 | ||
Total acquisition contract liabilities, net | 8,953 | 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) | ||
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 | 2,100 | 6,200 | ||
Start-up cost financing | 3,700 | 3,700 | ||
Contract asset | (89) | (358) | ||
Acquisition contract liabilities, net | $ 5,711 | $ 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, percen | 100% |
Biofrontera AG [Member] | |
Business Acquisition [Line Items] | |
Equity interest in acquiree, percen | 29.90% |
Maruho Co, Ltd. [Member] | |
Business Acquisition [Line Items] | |
Start-up cost financing | $ 7.3 |
Non-interest bearing start-up cost financing | 1.7 |
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 |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy Valuation Inputs (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability - 2022 Purchase Warrants | $ 3,964 | $ 12,854 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration | 2,100 | 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 - 2022 Purchase Warrants | 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 - 2022 Purchase Warrants | 1,607 | |
Fair Value, Inputs, Level 2 [Member] | Warrant Liability - 2022 July Common Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – 2022 Inducement Warrants | 2,357 | |
Warrant liability | $ 2,357 |
Schedule of Fair Value of Conti
Schedule of Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance, fair value of contingent consideration | $ 6,200 | $ 7,602 |
Change in fair value of contingent consideration | (4,100) | 1,698 |
Ending balance, fair value of contingent consideration | $ 2,100 | $ 9,300 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Fair value at December 31, 2021 | $ 12,854 | |||
Issuance of new warrants | 13,217 | |||
Exercise of warrants | (6,840) | |||
Change in fair value of warrant liability | $ (1,185) | (15,267) | ||
Fair value at September 30, 2022 | $ 3,964 | $ 3,964 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jul. 26, 2022 USD ($) $ / shares shares | Jul. 26, 2022 USD ($) $ / shares shares | Jul. 14, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | May 16, 2022 $ / shares shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants exercise price | $ 1.66 | $ 1.66 | |||||
Proceeds from Issuance of warrants | $ | $ 2 | $ 4,630 | |||||
Measurement Input, Offered Price [Member] | Warrant [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, dividend yield | 1.05 | 1.05 | |||||
Measurement Input, Price Volatility [Member] | Warrant [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, dividend yield | 80 | 80 | |||||
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, dividend yield | 4.10 | 4.10 | |||||
Measurement Input, Expected Term [Member] | Warrant [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, contractual term | 4 years 2 months 1 day | 4 years 2 months 1 day | |||||
Measurement Input, Expected Dividend Payment [Member] | Warrant [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, dividend yield | 0 | 0 | |||||
Maximum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants exercise price | 5.25 | 5.25 | |||||
Minimum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants exercise price | 1.62 | 1.62 | |||||
Investor [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants exercise price | $ 0.001 | $ 0.001 | |||||
Proceeds from Issuance of Common Stock | $ | $ 4,600 | $ 3,900 | |||||
Advisory financial fees | $ | $ 300 | $ 300 | |||||
Investor [Member] | Maximum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant purchase, common stock | shares | 2,857,143 | 2,857,143 | |||||
Warrants exercise price | $ 5.25 | $ 5.25 | |||||
Investor [Member] | Minimum [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants exercise price | $ 1.62 | $ 1.62 | |||||
Inducement Warrant [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant purchase, common stock | shares | 4,285,715 | 4,285,715 | |||||
Warrants rights exercisable date | Jan. 27, 2023 | ||||||
Warrant expiration date | Dec. 01, 2026 | ||||||
Inducement Warrant [Member] | Warrant [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants rights exercisable date | Jan. 27, 2023 | ||||||
Warrant expiration date | Dec. 01, 2026 | ||||||
2022 Pre-funded Warrants [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant purchase, common stock | shares | 1,569,000 | ||||||
Warrants exercise price | $ 0.001 | ||||||
2022 Purchase Warrants [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant purchase, common stock | shares | 3,419,000 | ||||||
Warrants exercise price | $ 2.77 | ||||||
2022 Purchase Warrants [Member] | Measurement Input, Offered Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, dividend yield | 1.05 | 1.05 | |||||
2022 Purchase Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, dividend yield | 75 | 75 | |||||
2022 Purchase Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, dividend yield | 4.01 | 4.01 | |||||
2022 Purchase Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, contractual term | 5 years 1 month 17 days | 5 years 1 month 17 days | |||||
2022 Purchase Warrants [Member] | Measurement Input, Expected Dividend Payment [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrant liability, dividend yield | 0 | 0 |
Schedule of Revenue Allowance a
Schedule of Revenue Allowance and Accrual Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | $ 246 | $ 327 |
Provision related to current period sales | 691 | 338 |
Credit or payments made during the period | (577) | (523) |
Balance at September 30, 2022 | 360 | 142 |
Returns [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | 43 | 217 |
Provision related to current period sales | 8 | 2 |
Credit or payments made during the period | (5) | (142) |
Balance at September 30, 2022 | 46 | 77 |
Co-pay Assistance Program [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | 101 | 52 |
Provision related to current period sales | 503 | 211 |
Credit or payments made during the period | (400) | (263) |
Balance at September 30, 2022 | 204 | |
Prompt Pay Discounts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | 48 | 15 |
Provision related to current period sales | 16 | 6 |
Credit or payments made during the period | (23) | (5) |
Balance at September 30, 2022 | 41 | 16 |
Government and Payor Rebates [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | 54 | 43 |
Provision related to current period sales | 164 | 119 |
Credit or payments made during the period | (149) | (113) |
Balance at September 30, 2022 | $ 69 | $ 49 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details Narrative) $ in Millions | Sep. 30, 2022 USD ($) |
Credit Loss [Abstract] | |
Allowance for doubtful accounts | $ 0.1 |
Other Receivables, Related Pa_2
Other Receivables, Related Party (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other receivables related party, short term | $ 3,503 | $ 8,647 |
Other receivables related party, long term | $ 2,813 | $ 2,813 |
Legal settlements receivable percentage | 50% | |
Other receivables | $ 200 | |
Biofrontera AG [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other receivables related party, short term | 3,500 | |
Other receivables related party, long term | $ 2,800 | |
Debt interest rate | 6% | |
Service Agreements [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other receivables related party | $ 6,300 | |
Due from related party | $ 6,100 |
Inventories (Details Narrative)
Inventories (Details Narrative) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
BF-RhodoLED [Member] | |
Provision for inventories | $ 0.1 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Loan receivable, short term | $ 3,017 | |
Receivable for common stock warrants proceeds | 3,258 | |
Prepaid expenses | 460 | 824 |
Security deposits | 85 | 149 |
Other | 261 | 756 |
Total | $ 3,823 | $ 4,987 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details Narrative) - Quirin Privat Bank A G Loan Agreement [Member] - USD ($) $ in Millions | Sep. 22, 2022 | Sep. 23, 2022 |
Short-Term Debt [Line Items] | ||
Short term debt | $ 3.1 | |
Loan receivable bears interest rate | 1% | |
Short term debt, maturity data | Dec. 06, 2022 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 709 | $ 673 |
Less: Accumulated depreciation | (485) | (406) |
Property and equipment, net | 224 | 267 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 88 | 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 ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 80 | $ 95 |
Schedule of Intangible Asset Ne
Schedule of Intangible Asset Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Xepi® license | $ 4,600 | $ 4,600 |
Less: Accumulated amortization | (1,464) | (1,150) |
Intangible asset, net | $ 3,136 | $ 3,450 |
Intangible Asset, Net (Details
Intangible Asset, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Xepi license | $ 4,600 | $ 4,600 | $ 4,600 | ||
Finite-lived intangible asset, useful life | 11 years | ||||
Amortization of acquired intangible assets | $ 100 | $ 100 | $ 314 | $ 314 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Supplemental Cash Flow Elements [Abstract] | ||
Cash and cash equivalents | $ 27,518 | $ 24,545 |
Short-term restricted cash | 47 | 47 |
Long-term restricted cash | 200 | 150 |
Total cash, cash equivalent, and restricted cash shown on the consolidated statements of cash flows | $ 27,765 | $ 24,742 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Legal settlement (See note 23) | $ 5,625 | $ 5,625 |
Employee compensation and benefits | 2,243 | 2,384 |
Professional fees | 676 | 570 |
Product revenue allowances and reserves | 360 | 246 |
Other | 538 | 829 |
Total | $ 9,442 | $ 9,654 |
Schedule of Other Long Term Lia
Schedule of Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Legal settlement – noncurrent (See note 23) | $ 5,625 | $ 5,625 |
Other | 21 | 24 |
Total | $ 5,646 | $ 5,649 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 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 | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 08, 2021 | Oct. 01, 2016 | |
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | $ 200,000 | $ 0 | $ 500,000 | ||||
Loss contingency, receivable | $ 5,600,000 | $ 5,600,000 | |||||
legal settlement percentage | 50% | 50% | |||||
Interest income | $ 1,000 | $ 110,000 | |||||
Service Agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Receivable, Related Parties | 6,300,000 | 6,300,000 | |||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party costs | 5,200,000 | 1,000,000 | 16,600,000 | 5,700,000 | |||
Accounts payable related parties | 4,200,000 | 4,200,000 | $ 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] | |||||||
Interest income | 100,000 | ||||||
Biofrontera AG [Member] | Service Agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts payable related parties | 200,000 | 200,000 | 200,000 | ||||
Expenses related to service | 200,000 | $ 200,000 | 600,000 | $ 500,000 | |||
Bioscience [Member] | Clinica Lamp Lease Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Receivable, Related Parties | 200,000 | 200,000 | $ 100 | ||||
Maruho Co, Ltd. [Member] | Cutanea Acquisition Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Receivable, Related Parties | $ 100 | $ 100 |
Restructuring costs (Details Na
Restructuring costs (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring costs | $ 0 | $ 200,000 | $ 0 | $ 700,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||||||
Jul. 26, 2022 | Jul. 31, 2022 | May 16, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 14, 2022 | 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 or stated value per share | $ 0.001 | $ 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 | $ 9,391 | |||||||
Stock issued during period, shares, new issues | 4,285,715 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.66 | |||||||
Common Stock, Shares, Issued | 23,550,960 | 17,104,749 | ||||||
Class of warrant or right, number of securities called by each warrant or right | 2,857,143 | |||||||
Proceeds from warrant exercises | $ 4,600 | |||||||
Investor [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 300 | |||||||
Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Class of warrant or right, exercise price of warrants or rights | $ 5.25 | |||||||
Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.62 | |||||||
2022 Purchase Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant purchase, common stock | 3,419,000 | |||||||
2022 Pre-Funded Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant purchase, common stock | 1,569,000 | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 2.77 | |||||||
Warrant term | 5 years | |||||||
Pre-funded Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.001 | |||||||
Inducement Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant purchase, common stock | 4,285,715 | |||||||
Warrants rights exercisable date | Jan. 27, 2023 | |||||||
Warrant expiration date | Dec. 01, 2026 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 4,600 | |||||||
Common Stock [Member] | 2022 Pre-Funded Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Class of warrant or right, exercise price of warrants or rights | $ 2.75 | |||||||
Common Stock, Shares, Issued | 1,569,000 | |||||||
Share price per shares | $ 0.001 | |||||||
Warrant [Member] | Inducement Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Share price per shares | $ 1.66 | |||||||
Warrants rights exercisable date | Jan. 27, 2023 | |||||||
Warrant expiration date | Dec. 01, 2026 | |||||||
May 2022 PIPE [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Proceeds from issuance of private placement | $ 9,400 | |||||||
May 2022 PIPE [Member] | 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 Units, shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 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 | 1,290,489 | |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.41 | |
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 | 1,840,157 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 3.11 | |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 9 years 6 months 7 days | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ | $ 6 | [1] |
Number of Shares Exercisable, Ending Balance | shares | 29,332 | |
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 7 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 September 30, 2022. |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares outstanding, beginning balance | shares | 170,068 |
Number of shares weighted average grant date fair value, beginning balance | $ / shares | $ 4.77 |
Number of Shares Outstanding, Awarded | shares | 343,512 |
Number of shares weighted average grant date fair value, awarded | $ / shares | $ 2.61 |
Number of Shares Outstanding, Vested | shares | (170,068) |
Number of shares weighted average grant date fair value,Vested | $ / shares | $ 4.77 |
Number of Shares Outstanding, Canceled or expired | shares | |
Number of shares weighted average grant date fair value, canceled or forfeited | $ / shares | |
Share based compensation arrangement by share based payment award options vested and expected to vest outstanding number, ending balance | shares | 343,512 |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 1 year 1 month 17 days |
Total Intrinsic Value, Ending Balance | $ | $ 361 |
Number of shares 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 | shares | 343,512 |
Weighted Average Remaining Contractual Term, Ending Balance | 1 year 1 month 17 days |
Total Intrinsic Value Exercisable, Ending Balance | $ | $ 361 |
Number of shares weighted average grant date fair value vest, ending balance | $ / shares | $ 2.61 |
Equity Incentive Plans and Sh_3
Equity Incentive Plans and Share-Based Payments (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 2.6 | $ 2.6 | |||
Compensation cost recognized, weighted average period | 2 years 6 months | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized compensation cost | 0.7 | $ 0.7 | |||
Compensation cost recognized, weighted average period | 1 year 7 months 6 days | ||||
Selling, General and Administrative Expenses [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation expenses | 0.3 | $ 0 | $ 0.6 | $ 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 | $ 0.1 | $ 0 | $ 0.9 | $ 0 | |
Omnibus Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Remain eligible for issuance shares | 2,579,932 | 2,579,932 | 2,750,000 | ||
Share-based payment award, terms of award | 10 years for stock options granted |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Interest expense | $ (3) | $ (10) | ||
Contract asset interest expense | (89) | (90) | (268) | (268) |
Interest income – related party | 1 | 110 | ||
Interest income – other | 2 | 4 | 8 | 13 |
Interest expense, net | $ (89) | $ (86) | $ (160) | $ (255) |
Interest Expense, net (Details
Interest Expense, net (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contract asset | $ (447) | $ (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 Instrument, Interest Rate, Stated Percentage | 6% | |
Debt maturity date | Dec. 31, 2023 |
Schedule of Other Income, Net (
Schedule of Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Reimbursed SPA costs | $ 188 | $ 472 | ||
Other, net | (22) | (3) | 30 | (53) |
Other income (expense), net | $ (22) | $ 185 | $ 30 | $ 419 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income (loss) per common share: | ||||
Net income (loss) | $ (2,566) | $ (16,012) | $ 2,145 | $ (23,208) |
Shares: | ||||
Basic weighted average common shares outstanding | 22,725,821 | 8,000,000 | 19,560,351 | 8,000,000 |
Stock options and restricted stock units | 44,663 | |||
Diluted weighted average common shares outstanding | 22,725,821 | 8,000,000 | 19,605,014 | 8,000,000 |
Net earnings (loss) per share: | ||||
Basic | $ (0.11) | $ (2) | $ 0.11 | $ (2.90) |
Diluted | $ (0.11) | $ (2) | $ 0.11 | $ (2.90) |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share (Details) | 9 Months Ended |
Sep. 30, 2022 shares | |
Common Stock Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive securities | 9,197,109 |
Common Stock Options And Restricted Stock Units [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total anti-dilutive securities | 1,112,395 |
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 | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 164 |
2023 | 565 |
2024 | 541 |
2025 | 389 |
Thereafter | |
Total | $ 1,659 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 29, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 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 | 11,300 | ||||
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 | $ 400 | 600 | |
Auto Leases [Member] | |||||
Loss Contingencies [Line Items] | |||||
Lease payment term | 40 months | 40 months | |||
Lease expense | $ 100 | $ 100 | $ 300 | $ 400 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 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 | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Nov. 08, 2022 shares | Oct. 25, 2022 shares | Jul. 26, 2022 $ / shares shares | Nov. 25, 2022 € / shares | Oct. 13, 2022 $ / shares shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares | Dec. 21, 2020 shares |
Subsequent Event [Line Items] | ||||||||
Warrants exercise price per unit | $ / shares | $ 1.66 | |||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Number of shares issued | 4,285,715 | |||||||
Common Stock, Shares, Outstanding | 23,550,960 | 17,104,749 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Cumulative preferred stock, par value | $ / shares | $ 0.001 | |||||||
Warrants exercise price per unit | $ / shares | $ 5 | |||||||
Subsequent Event [Member] | Biofrontera AG [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Shares, Outstanding | 4,224,683 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 7.45% | |||||||
Subsequent Event [Member] | Quirin Privat Bank A G [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of option acquire ordinary shares | 1,601,318 | |||||||
Subsequent Event [Member] | Private Exchange Agreements [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share issued price per share | € / shares | € 1 | |||||||
Subsequent Event [Member] | Private Exchange Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 3,148,042 | |||||||
Number of option acquire ordinary shares | 2,623,365 | 2,623,365 | ||||||
Subsequent Event [Member] | Series A Junior Participating Cumulative Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000 | |||||||
Subsequent Event [Member] | Beneficial Ownership [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Equity method investment, ownership percentage | 20% |