Biofrontera Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders
On September 16, 2025, Biofrontera Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). Proxies for the Special Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Company’s solicitation. Details of the proposals voted on at the Special Meeting are described in the Proxy Statement filed by the Company with the Securities and Exchange Commission on August 5, 2025. There were present at the Special Meeting holders of shares representing 8,403,861 votes for the first, third, and fourth proposals, and representing 6,820,211 votes for the second proposal, constituting a quorum for all proposals. The following summarizes all matters voted on at the Special Meeting.
1. Stockholders approved an amendment to the Company’s certificate of incorporation (a) to effect a reverse split of the Company’s common stock if deemed necessary by our Board of Directors to maintain or regain compliance with the minimum closing bid price requirement for continued listing on Nasdaq and (b) to decrease the number of authorized shares of our common stock in the same ratio as is selected for the reverse stock split. The tabulation of votes cast was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,161,214 | 1,239,537 | 3,110 | 0 |
2. Stockholders approved the issuance of shares of common stock in connection with the conversion of shares of Series C Preferred Stock, and the elimination of limitations on the voting of Series C Preferred Stock. The tabulation of votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 3,470,432 | 389,984 | 26,419 | 2,933,376 |
3. Stockholders approved the issuance of shares of common stock in connection with the conversion of shares of Series D Preferred Stock, and the elimination of limitations on the voting of Series D Preferred Stock. The tabulation of votes cast were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,053,120 | 390,996 | 26,369 | 2,933,376 |
4. Stockholders approved a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies in the event there are insufficient votes for the approval of the first, second, or third proposals. The tabulation of votes cast was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 7,371,647 | 1,011,820 | 20,394 | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| September 19, 2025 | Biofrontera Inc. |
| (Date) | (Registrant) |
| /s/ E. Fred Leffler III | |
| E. Fred Leffler III | |
| Chief Financial Officer |