Biofrontera AG: Agreement with Biofrontera Inc. about cooperation in the future

Leverkusen (pta028/30.06.2025/14:00 UTC+2)

Today, Biofrontera AG entered into a binding agreement in the form of a Term Sheet with Biofrontera Inc. to ensure the long-term continuity of its U.S. business operations. The topics for the Term Sheet will be put into a Transfer Agreement documentation.

As part of the transaction, Biofrontera AG will receive a 10% post-money equity stake in Biofrontera Inc. following completion of the capital increase, with a one year standstill clause restricting Biofrontera Inc. from issuing additional securities.

Effective June 1, 2025, Biofrontera AG will transfer all assets and liabilities related to the commercialization of its photodynamic therapy, Ameluz®, in the U.S. to Biofrontera Inc. This includes all infrastructure and obligations linked to production and marketing.

In return, Biofrontera AG will receive a monthly royalty of 12% or 15% on U.S. Ameluz® sales, depending on annual revenue thresholds.

The agreement transfers U.S. legal costs related to ongoing litigation to Biofrontera Inc., effective from June 1, 2025.

While the change in royalty structure may lead to a reduction in income, this is expected to be fully or partially offset by a substantial decrease in operating expenses, as Biofrontera AG relinquishes all U.S.-related infrastructure and U.S. legal-related costs.

This agreement includes the following conditions precedent to be executed no later than June 30th, 2025 USA Eastern time: (i) a payment to Biofrontera AG including the open EUR 1.8 million as reported by the capital market publications as of June 18 and 26, 2025 and (ii) an investment of USD 8.5 million in new equity capital in Biofrontera Inc., with an additional USD 2.5 million committment by one or several shareholder(s) or investors

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Emitter:	Biofrontera AG Hemmelrather Weg 201 51377 Leverkusen Germany
Contact Person:	Investor Relations
Phone:	+49 (0) 214 87 63 20
E-Mail:	ir@biofrontera.com
Website:	www.biofrontera.com
ISIN(s):	DE000A4BGGM7 (Share)
Stock Exchange(s):	Regulated Market in Dusseldorf, Frankfurt; Free Market in Berlin, Munich, Stuttgart, Tradegate