Biofrontera AG completes sale of U.S. Ameluz® and RhodoLED® assets to Biofrontera Inc.

Biofrontera AG

by Investor Relations

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Biofrontera AG: Biofrontera AG completes sale of U.S. Ameluz® and RhodoLED® assets to Biofrontera Inc.

Leverkusen (pta000/23.10.2025/16:50 UTC+2)

• Biofrontera AG transfers to Biofrontera Inc. all assets, structures, and liabilities related to the U.S. market.
• Biofrontera Inc. assumes all obligations and legal expenses of Biofrontera AG related to the ongoing SunPharma litigation.
• As part of the consideration, Biofrontera AG receives a 10% post-money equity stake in Biofrontera Inc. and an earn-out of 12% or 15% of U.S. Ameluz® sales until patent expiry in 2043.

Leverkusen, October 23rd, 2025 – Biofrontera AG, a German biopharmaceutical company specializing in the development and commercialization of prescription dermatological products, today announced the closing of the definitive asset purchase agreement with Biofrontera Inc., following the binding term sheet, which main details were also announced, signed on June 30, 2025.

Under the terms of the transaction, Biofrontera AG has commited to transfer all U.S. assets, liabilities, and rights related to Ameluz® and RhodoLED®, including the New Drug Application (NDA), Investigational New Drug Application (IND), manufacturing rights and contracts, all related intellectual property, and all US's operations related personnel. The signing of the agreement triggers an additional USD 2.5 million investment into Biofrontera Inc., strengthening its cash position.

As part of the agreement, all risks and liabilities of Biofrontera AG associated with the ongoing litigation initiated by Sun Pharmaceutical Industries have been transferred to Biofrontera Inc., which will assume responsibility for all legal defense expenses and any potential claims or penalties arising from the proceedings as of June 1, 2025.

In consideration for the transfer, Biofrontera AG receives a 10% post-money equity stake in Biofrontera Inc., following its recent capital increase, as well as a monthly earn-out on U.S. Ameluz® sales of 12% or 15%, depending on annual sales volume, until patent expiry in 2043. No earn-out will be payable for annual revenues below USD 5 million. The equity participation also includes a one-year anti-dilution protection.

Over the coming months, Biofrontera AG and its subsidiaries will finalize the operational transfer, which is expected to be completed by the end of Q1 2026.

With the execution of this agreement, Biofrontera AG achieves full independence from Biofrontera Inc.'s operational performance, allowing the Group to focus on its European and Rest-of-World business. While the transaction will reduce consolidated revenues, this will be offset by a significant decrease in costs, including the transfer of all U.S.-related infrastructure and litigation expenses, and by the elimination of legal and operational risks associated with the U.S. market.

"After several months of negotiations with Biofrontera Inc., we are pleased to announce the signing of the definitive transfer agreement," said Pilar de la Huerta, CFO of Biofrontera AG. "We still have some months ahead to complete the operational transition. Once finalized, Biofrontera AG will operate with a streamlined and optimized structure, fully focused on maintaining and expanding our European business. Freed from the cost burden and legal exposure of the U.S. operations, we will be better positioned to accelerate our growth and strengthen our position as a leading European prescription dermatology company."

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