Biofrontera (BFRI) Proxy Filing summary

Executive summary

• A special virtual meeting is scheduled for September 16, 2025, to vote on key proposals affecting capital structure and governance.

• Proposals include a reverse stock split, approval of Series C and D Preferred Stock conversions, and potential adjournment for further proxy solicitation.

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a reverse stock split (1-for-3 to 1-for-8) and a proportional reduction in authorized shares to maintain Nasdaq listing compliance.

• Proposal 2 requests approval for the issuance of common stock upon conversion of Series C Preferred Stock and removal of voting limitations.

• Proposal 3 requests approval for the issuance of common stock upon conversion of Series D Preferred Stock and removal of voting limitations.

• Proposal 4 allows adjournment of the meeting to solicit additional proxies if needed.

• Approval of Proposals 2 and 3 are mutually conditioned; both must pass to be effective.

Board of directors and corporate governance

• The Board is actively engaged in maintaining compliance with Nasdaq and ensuring access to capital markets.

• Directors and executive officers, except one with a dual role at Biofrontera AG, have no substantial interests in the proposals.

• Security ownership information is provided for directors, officers, and major shareholders.