Post-effective Amendment to Registration Statement (pos Am)
June 10 2022 - 6:00AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on June 9, 2022.
Registration
No. 333-261812
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 2
to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BIOFRONTERA
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
2834 |
|
47-3765675 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
120
Presidential Way, Suite 330
Woburn,
MA 01801
Telephone:
781-245-1325
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Erica
L. Monaco
Chief
Executive Officer
Biofrontera
Inc.
120
Presidential Way, Suite 330
Woburn,
MA 01801
Telephone:
781-245-1325
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Stephen
E. Older, Esq.
Andrew
J. Terjesen, Esq.
McGuireWoods
LLP
1251
Avenue of the Americas
20th
Floor
New
York, NY 10020
Telephone:
212-548-2100 |
|
Daniel
Hakansson
Corporate
Counsel
Biofrontera
Inc.
120
Presidential Way, Suite 330
Woburn,
MA 01801
Telephone:
781-486-1510 |
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: This Post-Effective Amendment No. 2 to the Registration Statement on Form S-1
(File No. 333-261812) is being filed to deregister all of the securities that remain unsold under the registration statement as of the
date hereof.
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
|
Accelerated filer
☐ |
|
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
|
Emerging
growth company ☒ |
If
an emerging growth company, that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
This
Post-Effective Amendment No. 2 shall become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933,
as amended.
EXPLANATORY
NOTE
This
Post-Effective Amendment No.2 (this “Amendment”) to the Registration Statement on Form S-1 (File No. 333-261812)
(the “Registration Statement”) of Biofrontera Inc. (the “Registrant”), initially filed on December 21, 2021 and
declared effective by the Securities and Exchange Commission (the “Commission”) on December 23, 2021, is being filed to terminate
the Registration Statement and deregister all of the securities registered under the Registration Statement that remain unsold (the “Unsold
Securities”) as of the date hereof, consisting of 2,857,143 shares of the Registrant’s common stock, par value $0.001 issuable
upon the exercise of warrants to purchase a share of common stock at an exercise price of $5.25 per share held by the selling stockholder
(the “Selling Stockholder”) named in the Registration Statement.
The
resale of the Unsold Securities has now been registered as part of the Registrant’s Registration Statement on Form S-1 (File No.
265467) (the “New Registration Statement”) which was filed to register the resale of all securities of the Selling Stockholder,
including those acquired in a subsequent private placement. The New Registration Statement was filed on June 7, 2022 and declared
effective by the Commission at 4:30 PM Eastern time on June 9, 2022.
This
Amendment is being filed to terminate the Registration Statement since Rule 415(a)(6) does not apply to the Registration Statement and
therefore the Registration Statement is not deemed as of the date of the effectiveness of New Registration Statement registering the
resale of the Unsold Securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Woburn, Commonwealth of Massachusetts, on June 9, 2022.
|
BIOFRONTERA
INC. |
|
|
|
|
By: |
/s/
Erica L. Monaco |
|
Name: |
Erica
L. Monaco |
|
Title: |
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities held
on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Erica Monaco |
|
Chief
Executive Officer |
|
June
9, 2022 |
Erica
Monaco |
|
(Principal
Executive Officer and Principal Financial Officer)) |
|
|
|
|
|
|
|
* |
|
Senior
Director Finance |
|
June
9, 2022 |
Erica
Gates |
|
(Principal
Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Executive
Chairman and Director |
|
June
9, 2022 |
Hermann
Lübbert |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
June
9, 2022 |
John
J. Borer |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
June
9, 2022 |
Loretta
M. Wedge |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
June
9, 2022 |
Beth
J. Hoffman |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
June
9, 2022 |
Kevin
D. Weber |
|
|
|
|
*By:
|
/s/
Daniel Hakansson |
|
|
Attorney-in-fact |
|
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