CUSIP No. 09075G105
This Amendment No. 2 (“Amendment No. 2”) amends and
supplements the Schedule 13D (the “Initial Schedule 13D” and
together with Amendment No. 1 and Amendment No. 2, the
“Schedule 13D”) filed with the Securities and Exchange Commission
on July 24, 2019 and amended by Amendment No. 1, dated
August 29, 2019 (“Amendment No. 1”), by Maruho Co., Ltd.
(“Maruho Japan”) and its wholly-owned subsidiary, Maruho
Deutschland GmbH (“Maruho Germany” and together with Maruho Japan,
the “Reporting Persons”) with respect to the Ordinary Shares, with
no par value, €1.00 nominal value per share (the “Shares”), of
Biofrontera AG (“Biofrontera” or the “Issuer”). Capitalized terms
used herein and not otherwise defined in this Amendment No. 2
shall have the meanings set forth in the Initial Schedule 13D. This
Amendment No. 2 amends Items 2, 5, 6 and 7 to the extent set
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby supplemented as follows:
The name, business address, principal occupation and citizenship of
(1) each executive officer and member of the Board of
Directors of Maruho Japan and (2) each managing director of
Maruho Germany is set forth on Schedule 1 hereto.
During the last five (5) years, none of the Reporting Persons
or the persons listed on Schedule 1 has been: (1) convicted in
a criminal proceeding (excluding violations or similar
misdemeanors) or (2) party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result
of such proceeding, was or is subject to a judgement, decree, or
final order enjoining future violations of, or prohibiting, or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
(a) – (b) The Reporting Persons had, as of February 24, 2021,
sole power to vote or to direct the vote and sole power to dispose
or to direct the disposition of 13,399,965 Shares, representing
23.63% of the 56,717,385 outstanding Shares as reported in the
Issuer’s Form 6-K filed on
February 25, 2021 (after giving effect to the capital increase
referenced in Item 6 below). The information disclosed under Item 6
of this Amendment No. 2 is incorporated into this Item 5 by
reference. Maruho Japan is the indirect beneficial owner of such
Shares and its wholly-owned subsidiary Maruho Germany is the direct
beneficial owner of such Shares. Mr. Kenichi Owada and
Mr. Takaharu Kato, Managing Directors of Maruho Germany, each
have sole voting and dispositive power over a single Share.
(c) Other than as described in Item 6 below and Mr. Takaharu
Kato’s purchase of a single Share on February 11, 2021 for
EUR 3.17, there have been no transactions in the Shares in the
past 60 days.
(d) – (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
On February 8, 2021, the Issuer commenced a preemptive rights
offering of new Shares to the Issuer’s existing holders of Shares
and an offering of American Depositary Shares (“ADSs”) as part of
an increase of the Issuer’s share capital.
To facilitate the Issuer’s offering of ADSs, on February 5,
2021, Maruho Germany entered into a share loan agreement (the
“Share Loan”) with Quirin Privatbank AG, Frankfurt am Main, Germany
(the “Share Loan Agent”). Maruho Germany also entered into a
related agreement with the Issuer, whereby it agreed not to
exercise its right to participate in the Issuer’s preemptive rights
offering and transferred that right to participate to the Share
Loan Agent. Pursuant to the Share Loan, Maruho Germany agreed to
loan to the Share Loan Agent up to 8,969,870 Shares in order to
facilitate the ADS offering and delivery of the underlying