WOBURN, Mass., Oct. 14, 2022 (GLOBE NEWSWIRE) — Biofrontera Inc. (Nasdaq: BFRI) (the “Company”), a biopharmaceutical firm specializing within the commercialization of dermatological merchandise, introduced at this time that its Board of Directors has adopted a restricted period shareholder rights plan (the “Rights Plan”), and declared a dividend distribution of 1 most popular inventory buy proper on every excellent share of widespread inventory, as a way to defend the curiosity of all the Company’s shareholders. The rights will likely be issued to shareholders of file on October 24, 2022 and can expire on October 13, 2023.
The Board believes that the present value of the Company’s widespread inventory just isn’t reflective of the Company’s intrinsic or long-term worth. The Board additional believes the Rights Plan is an efficient plan of action to satisfy its fiduciary duties to the Company and its shareholders, and to allow shareholders to appreciate the long-term worth of their funding. The Rights Plan was adopted following a cautious analysis and session with the Company’s exterior authorized and monetary advisors.
“We see tremendous value in Biofrontera Inc. today and in the future, and by enacting this Rights Plan we are protecting our shareholders while continuing to pursue commercial success. We’ve made significant progress in establishing our commercial footprint and other operational improvements, and management remains highly committed to driving growth. The Board of Directors believes Biofrontera Inc.’s stock is significantly undervalued as a result of the current market environment. Upon evaluation of all opportunities, by executing this plan we’re protecting shareholders’ ability to benefit from our creation of long-term value,” acknowledged Erica Monaco, Chief Executive Officer of Biofrontera Inc.
“This Rights Plan was implemented by our Board to safeguard the interest of all shareholders against undervalued, unsolicited or inadequate partial tender offers should they arise,” she added.
The Rights Plan is much like plans adopted by different publicly traded corporations. Pursuant to the Rights Plan, the Company will distribute one proper for every share of widespread inventory excellent as of the shut of buying and selling on October 24, 2022. While the Rights Plan is efficient instantly, the rights would turn out to be exercisable provided that an individual or group, or anybody performing in live performance with such an individual or group, acquires useful possession, as outlined within the Rights Plan, of 20% or extra of the Company’s issued and excellent widespread inventory in a transaction not authorised by the Company’s Board of Directors. In that state of affairs, every holder of a proper (aside from the buying particular person or group, or anybody performing in live performance as outlined within the Rights Plan with such particular person or group), may have the proper to buy a lot of shares of Company widespread inventory at an train value of one-half the market worth of the proper. In addition, at any time after an individual or group acquires 20% or extra of the Company’s widespread inventory, except such particular person or group acquires 50% or extra, the Company’s Board of Directors might trade one share of the Company’s widespread inventory for every excellent proper, aside from rights owned by such particular person or group, which might have turn out to be void.
Under the Rights Plan, any particular person, entity or group that owns greater than the triggering share on the time of the general public announcement of the Rights Plan is not going to set off the exercisability of the rights and should proceed to personal its shares of widespread inventory. However, so long as such particular person or group holds 20% or extra of the Company’s widespread inventory, the acquisition of 1 further share of widespread inventory at any time after the general public announcement of the Rights Plan, together with any shares acquired by one other particular person performing in live performance (as outlined within the Rights Plan) with such particular person or the formation of a gaggle with one other proprietor of widespread inventory, will set off the Rights Plan.
Stockholders will not be required to take any motion to obtain the distribution of their rights.
The Rights Plan will expire on October 13, 2023. The Company’s Board of Directors might prolong the prevailing Rights Plan, authorize a brand new Rights Plan or think about an earlier termination of the Rights Plan if market and different circumstances warrant. Further particulars of the Rights Plan will likely be contained in a Current Report on Form 8-Okay and in a Registration Statement on Form 8-A that the Company will likely be submitting with the U.S. Securities and Exchange Commission.
About Biofrontera Inc.
Biofrontera Inc. is a U.S.-based biopharmaceutical firm commercializing a portfolio of pharmaceutical merchandise for the therapy of dermatological circumstances with a give attention to photodynamic remedy (PDT) and topical antibiotics. The Company’s licensed merchandise are used for the therapy of actinic keratoses, that are pre-cancerous pores and skin lesions, in addition to impetigo, a bacterial pores and skin an infection. For extra info, go to www.biofrontera-us.com.
Forward-Looking Statements
Certain statements on this press launch might represent “forward-looking statements” inside the that means of the United States Private Securities Litigation Reform Act of 1995, as amended thus far. These statements embody, however will not be restricted to, statements referring to the advantages of the Rights Plan, the power of the Rights Plan to maximise stockholder worth, the inherent worth of the widespread inventory, the Company’s efficiency and potential for progress of its operations, the event of the Company’s industrial footprint and the plans of administration to develop the business. We have based mostly these forward-looking statements on our present expectations and projections about future occasions, nonetheless, precise outcomes or occasions may differ materially from the plans, intentions and expectations disclosed in, or implied by, the forward-looking statements we make. These dangers and uncertainties, lots of that are past our management, together with, however not restricted to, the impression of extraordinary exterior occasions, resembling the present COVID-19 pandemic; any adjustments within the Company’s relationship with its licensors; the power of the Company’s licensors to satisfy their obligations to the Company in a well timed method; the Company’s potential to realize and maintain profitability; whether or not the present international disruptions in provide chains will impression the Company’s potential to acquire and distribute its licensed merchandise; adjustments within the practices of healthcare suppliers, together with any adjustments to the protection, reimbursement and pricing for procedures utilizing the Company’s licensed merchandise; the uncertainties inherent within the initiation and conduct of medical trials; availability and timing of knowledge from medical trials; whether or not outcomes of earlier medical trials or trials of Ameluz® together with BF-RhodoLED® in numerous illness indications or product functions will likely be indicative of the outcomes of ongoing or future trials; uncertainties related to regulatory evaluation of medical trials and functions for advertising approvals; whether or not the market alternative for Ameluz® together with BF-RhodoLED® is in keeping with the Company’s expectations; the Company’s potential to finish the transition to a public firm; the Company’s potential to retain and rent key personnel; the sufficiency of money sources and want for added financing and different elements which may be disclosed within the Company’s filings with the SEC, which may be obtained on the SEC web site at www.sec.gov. Readers are cautioned to not place undue reliance on the forward-looking statements, which communicate solely as of the date on which they’re made and replicate administration’s present estimates, projections, expectations and beliefs. The Company doesn’t plan to replace any such forward-looking statements and expressly disclaims any obligation to replace the data contained on this press launch besides as required by legislation.
Contacts
Biofrontera Inc.
Anke zur Mühlen
+1 781 486 1539
[email protected]
LHA Investor Relations
Tirth T. Patel
+1 212 201 6614
[email protected]
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