Biofrontera (BFRI) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for September 16, 2025, to address critical corporate actions, including a reverse stock split and preferred stock conversions.

• The meeting will be held virtually, with voting available online, by phone, or by mail, and the record date for voting eligibility is July 18, 2025.

• The Board unanimously recommends voting in favor of all proposals to maintain Nasdaq listing and support ongoing operations.

Voting matters and shareholder proposals

• Four proposals are up for vote: a reverse stock split, approval of Series C and Series D Preferred Stock conversions, and the right to adjourn the meeting if needed.

• The reverse split aims to maintain compliance with Nasdaq's minimum bid price requirement, with a split ratio between 1-for-3 and 1-for-8 at the Board's discretion.

• Approval of Series C and D proposals would allow conversion of preferred shares to common stock and remove voting limitations, subject to mutual approval.

• The adjournment proposal allows the meeting to be postponed to solicit additional votes if necessary.

Board of directors and corporate governance

• The Board is actively engaged in strategic transactions and compliance efforts, with all directors and executive officers as a group holding 4.8% of outstanding common stock.

• One director, Heikki Lanckriet, is also a director of Biofrontera AG, which holds Series D Preferred Stock.