Biofrontera AG: Secures Long-Term U.S. Market Presence Through Strategic Restructuring Agreement with Biofrontera Inc.

Leverkusen (pta031/30.06.2025/14:15 UTC+2)

• Strategic agreement secures long-term stability of Biofrontera Inc.'s U.S. operations with a solid financial foundation and commercial continuity for Ameluz®.
• Biofrontera AG to receive 10% equity stake in Biofrontera Inc. and ongoing royalties of 12%–15% on U.S. Ameluz® sales.
• Thanks to this agreement, Biofrontera Inc. secures investor support to close an $11 million funding round, while Biofrontera AG reduces the risks and costs associated with the U.S. market.

Leverkusen, 30 June 2025 – Biofrontera AG (FSE: B8F) today announced that it has entered into a binding agreement with Biofrontera Inc. to ensure the long-term continuity of its U.S. business operations, subject to the fulfillment of conditions precedent to be performed by Biofrontera Inc. on June 30, 2025, Eastern Time (USA).

Biofrontera AG is now better positioned to address the specific demands of the European market, streamline operations, and reduce structural complexity and risk. At the same time, the agreement guarantees ongoing commercial presence and stability for Ameluz® in the United States.

To support the transaction, Biofrontera Inc. has secured USD 8.5 million in new equity capital, with an additional USD 2.5 million committed by shareholders to be invested later this year. This capital increase, a core component of the agreement, strengthens Biofrontera Inc.'s financial foundation and allows it to continue operating independently in the U.S. market.

As part of the transaction:

• Biofrontera AG will receive a 10% post-money equity stake in Biofrontera Inc. following completion of the capital increase.
• Biofrontera Inc. has agreed to a one-year standstill provision, prohibiting any additional dilutive capital raises without prior approval from Biofrontera AG.

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 also establishes minimum annual sales targets that Biofrontera Inc. must meet, ensuring sustained commitment to the U.S. market. Furthermore, for a period of three years, Biofrontera AG shall have the right to nominate one member to the Board of Directors of Biofrontera Inc. This right shall increase to two board members if the total number of directors exceeds seven."

The agreement also transfers to Biofrontera Inc. litigation costs arising out of pending litigation in the U.S., 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 allows both companies to independently align their structures and strategies to their respective markets, with greater agility and focus. Biofrontera AG continues to participate in the potential upside of the U.S. business through royalties and an equity stake," said Pilar de la Huerta, CFO of Biofrontera AG. "Most importantly, this transaction secures the long-term stability of our U.S. operations by placing them on a robust financial foundation."

Looking ahead, Biofrontera AG will concentrate on expanding the presence of Ameluz® in international markets and actively pursue new partnerships to diversify its portfolio of prescription dermatology products.

About Biofrontera AG:

Biofrontera AG is a biopharmaceutical company specializing in the development and sale of dermatological drugs and medical cosmetics. The Leverkusen-based company develops and markets innovative products for the treatment, protection and care of the skin. Its key products include Ameluz®, a prescription drug for the treatment of non-melanoma skin cancer and its precursors. Ameluz® has been marketed in the EU since 2012 and in the USA since May 2016. In Europe, the company also markets the Belixos® dermocosmetic series, a specialty care product for damaged skin developed by the company. It has a partnering agreement with Leo Pharma for the comercialziation of Skinoren®, for the treatment of acne, and Advantan®, a corticosteroid used to treat inflammatory skin conditions such as eczema and dermatitis, in Germany. Recently, the company signed a distribution agreement with Galenica for the comercialization of Ovixan®, corticosteroid used to treat inflammatory skin conditions such as eczema, psoriasis, and dermatitis, in UK. Biofrontera AG is one of a few German pharmaceutical companies to receive a centralized European and a US approval for a drug developed inhouse. The Biofrontera Group was founded in 1997 and is listed on the Frankfurt Stock Exchange (Prime Standard).

www.biofrontera.com

Forward-looking statements:

This release contains certain forward-looking statements. These reflect the views of Biofrontera AG as of the date of this communication. Actual results achieved by Biofrontera AG may differ materially from those set forth in the forward-looking statements. Biofrontera AG is under no obligation to update forward-looking statements.

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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