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CUSIP No. 09075G105
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SCHEDULE 13D
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SCHEDULE 13D
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 forth below.
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 Shares.