Biofrontera (BFRI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with voting on key proposals including director election, share increase, adjournment, and auditor ratification.

• Record date for voting is April 22, 2025, with 9,446,197 common shares and 9,724 preferred shares outstanding, voting as a single class.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include: election of one Class I director (Heikki Lanckriet), amendment to increase authorized common shares from 35M to 70M, adjournment proposal, and ratification of CBIZ CPAs P.C. as auditor.

• Board recommends voting FOR all proposals.

• Share increase is linked to obligations under a $4.2M convertible notes offering and future business needs.

• Adjournment proposal allows for additional proxy solicitation if needed.

Board of directors and corporate governance

• Board consists of five members in three staggered classes, with no family relationships among directors or officers.

• Board committees: audit, nominating and corporate governance, and compensation.

• Three directors are independent per Nasdaq and SEC standards.

• Board leadership combines CEO and Chairman roles, currently held by Prof. Luebbert.

• Board met 39 times in 2024, with high attendance.