Material Agreement (Form 8-K)

Closing of Strategic Transaction with Biofrontera AG

On October 20, 2025, Biofrontera Inc. (the "Company") entered into i) an Asset Purchase Agreement (the "Transfer Agreement") and ii) an Earnout Agreement (the "Earnout Agreement", and collectively with the Transfer Agreement, the "Agreements"), with its former parent company Biofrontera AG and its subsidiaries, pursuant to which the Company finalized the agreements to acquire all rights in the United States (the "U.S. Rights") to Ameluz^® and RhodoLED^® (the "Strategic Transaction").

As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 1, 2025 (the "July 8-K"), pursuant to the terms of the Strategic Transaction, the Company will pay a monthly earnout of 12% of United States revenues of Ameluz^® in years when United States net sales are $65.0 million or less and an earnout of 15% in years when United States net sales of Ameluz^® exceed $65.0 million. The earnout replaces a transfer pricing model under the Company's Second Amended and Restated License and Supply Agreement effective as of February 13, 2024 by and among the Company, Biofrontera AG and Biofrontera AG's subsidiaries, which has now been terminated pursuant to the Agreements.

The foregoing description of the Agreements between the Company and Biofrontera AG does not purport to be complete and is subject to, and qualified in its entirety by reference to the text of the Agreements, which are filed hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

The information contained in Item 1.01 in this Report and Item 1.01 of the July 8-K are incorporated by reference into this Item 2.01.

The information contained below in Item 8.01 is hereby incorporated by reference into this Item 3.02. The Series C Preferred Stock are being issued and, upon conversion, the Common Stock issuable upon conversion of the Series C Preferred Stock will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

Private Placement of Series C Preferred Stock

As previously disclosed in the July 8-K, on June 27, 2025, as a condition precedent for the Strategic Transaction, the Company entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors (the "Investors"), pursuant to which the Company agreed to issue and sell, in a private placement (the "Series C Preferred Offering"), up to 11,000 shares (the "Series C Preferred Shares") of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock") at a price of $1,000 per Series C Preferred Share (the "Original Share Price") for an aggregate offering price of $11.0 million. The Series C Preferred Offering consisted of two tranches, of which the first tranche of 8,500 Series C Preferred Shares closed on July 1, 2025 (the "Initial Closing").

On October 24, 2025, following execution of the Agreements, the Company closed the second tranche of 2,500 Series C Preferred Shares (the "Subsequent Closing"), the gross proceeds from which are $2.5 million before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Subsequent Closing to fund the acquisition and transfer costs associated with the Strategic Transaction and other general corporate purposes.