Biofrontera AG: Biofrontera Inc. Fulfills the conditions for implementing the term sheet with Biofrontera AG

Leverkusen (pta003/01.07.2025/01:40 UTC+2)

As previously announced, Biofrontera AG and Biofrontera Inc. have signed a term sheet for a far-reaching strategic restructuring agreement that will reorganize key aspects of their collaboration.

This agreement is subject to two conditions precedent:

(i) The payment by Biofrontera Inc. to Biofrontera AG in the amount of approximately EUR 2.6 million, which includes the overdue EUR 1.8 million in accordance with the ad hoc announcements dated June 18 and 26, 2025, and otherwise essentially represents an advance payment for product deliveries due in the first week of July.

(ii) A third-party 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 to be invested before the end of 2025.

These conditions have now been met. Biofrontera Inc. is no longer in payment deferral to Biofrontera AG. The term sheet has therefore entered into force and the parties will now begin drafting a detailed agreement, which is to be concluded by September 30, 2025, to include the following key points:

With economic effect from June 1, 2025, the German Biofrontera Group will transfer all assets and all associated costs, risks, and liabilities in connection with the marketing of Ameluz® and the associated lamps in the US to Biofrontera Inc.

The consideration for the transfer consists of:

(a) Preferred shares of Biofrontera Inc., which, after the issuance of the preferred shares described above to third-party investors, will represent 10% of the equity of Biofrontera Inc (but before the issuance of the shares to Biofrontera AG).

(b) Ongoing monthly license fees on US sales of Ameluz®. The license fees amount to 12% p.a. as long as the annual US sales of Ameluz® do not exceed USD 65 million, thereafter 15% p.a. Until the earlier of (1) the cumulative license fees paid have not reached a total of USD 50 million or (2) the transferred patent protection has expired, Biofrontera Inc. is obliged to pay annual license fees of at least 12% on sales of 80,000 tubes of Ameluz® (minimum license fee).

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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