As
filed with the Securities and Exchange Commission on March 9, 2022
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15F
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE
ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number 001-38396
BIOFRONTERA
AG
(Exact
name of registrant as specified in its charter)
Hemmelrather
Weg 201
D-51377
Leverkusen, Germany
Telephone:
+49 (0)214 873 3200
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American
Depositary Shares, each representing two ordinary shares, nominal value €1.00 per share
Ordinary
shares, nominal value €1.00 per share*
(Title
of each class of securities covered by this Form)
*
Not for trading, but only in connection with the registration of the American Depositary Shares.
Place
an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange
Act of 1934:
Rule
12h-6(a) (for equity securities) |
☒ |
Rule
12h-6(d) (for successor registrants) |
☐ |
|
|
|
|
Rule
12h-6(c) (for debt securities) |
☐ |
Rule
12h-6(i) (for prior Form 15 filers) |
☐ |
Part
I
Item
1: |
Exchange
Act Reporting History |
A. Biofrontera AG (“Biofrontera”)
first became subject to reporting obligations under section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”) on February 13, 2018, the date on which Biofrontera’s Registration Statement on Form F-1 (Commission File No. 333-222546)
and Registration Statement on Form F-6 (Commission File No. 333-222713) each became effective.
B. For the 12 months preceding
the filing of this Form 15F Biofrontera has filed or submitted all reports required under Exchange Act section 13(a) or section 15(d)
and corresponding rules of the Securities and Exchange Commission (“SEC”), including its annual report on Form 20-F for the
fiscal year ending December 31, 2020.
Item
2: |
Recent
United States Market Activity |
The
American Depositary Shares, each representing two ordinary shares, nominal value €1.00 per share (“ADSs”), were last
sold in a registered offering (other than in offerings limited to employees of Biofrontera) under the Securities Act of 1933, as amended
(“Securities Act”) on February 23, 2021 pursuant to the Registration Statement on Form F-3 (Commission File No. 333-236021)
which was declared effective by the SEC on February 18, 2020 and Form F-6 described in Item 1.A. above.
In
connection with its equity compensation plan, Biofrontera registered securities on a Registration Statement on Form S-8 (Commission File
No. 333-251751).
Prior
to the filing of this Form 15F, Biofrontera filed post-effective amendments to terminate the registration of unsold securities
under the Registration Statement on Form F-3 described above in this Item 2 and the Registration Statement on Form S-8 described above
in this Item 2. No sales have occurred under either of these registration statements during the preceding 12 months.
Item
3: |
Foreign
Listing and Primary Trading Market |
A.
The primary trading market for Biofrontera’s ordinary shares, nominal value €1 per share (“Shares”) is the Frankfurt
Stock Exchange, which is located in the Federal Republic of Germany.
B.
The Shares were listed on the regulated market of the Düsseldorf Stock Exchange on October 30, 2006, and at the same the shares
were included for trading on the general standard of the Frankfurt Stock Exchange (together, the “German Stock Exchanges”).
Since May 2014, Biofrontera has been listed on the Prime Standard of the Frankfurt Stock Exchange. The Shares are also traded off-exchange
in Germany, including over-the-counter trading and through multilateral trading facilities based in Germany. Biofrontera has maintained
a listing of its Shares on the Frankfurt Stock Exchange for at least the 12 months preceding the filing of this Form 15F.
C.
The percentage of trading in the Shares that occurred on the German Stock Exchanges for the 12-month period ending February 28, 2022
was approximately 90%.
Item
4: |
Comparative
Trading Volume Data |
Not
applicable.
Item
5: |
Alternative
Record Holder Information |
As
of March 3, 2022, Biofrontera had a total of approximately 70 holders of its Shares who are United States residents (including those
who hold Shares through its ADSs), thereby meeting the requirements of Rule 12h-6(a)(4)(ii).
Not
applicable.
Item
7: |
Notice
Requirement |
On
February 14, 2022 and March 9, 2022, Biofrontera published press releases indicating its intent to delist its ADSs from the Nasdaq
Capital Market and deregister and terminate its reporting obligations under the Exchange Act. The press releases were disseminated in
the United States via wire services including Bloomberg and Reuters. Copies of the press releases were submitted to the SEC under cover
of Form 6-Ks on February 14, 2022 and March 9, 2022, respectively.
Item
8: |
Prior
Form 15 Filers |
Not
applicable.
Part
II
Item
9: |
Rule
12g3-2(b) Exemption |
Biofrontera
will publish the information required under Rule 12g3-2(b)(1)(iii) on its Internet website at https://www.biofrontera.com/en/investors.
Part
III
None.
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting
under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
1. |
The
average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading
volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of
Rule 12h-6(a)(4)(i); |
2. |
Its
subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding
under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or |
3. |
It
otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Biofrontera AG has duly authorized the undersigned person to sign on its
behalf this certification on Form 15F. In so doing, Biofrontera AG certifies that, as represented on this Form, it has complied with
all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to
file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
Date:
March 9, 2022
|
BIOFRONTERA
AG |
|
|
|
|
By |
/s/
Ludwig Lutter |
|
Name: |
Ludwig
Lutter |
|
Title: |
Chief
Financial Officer |
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