Statement of Ownership (sc 13g)
04 Novembro 2022 - 5:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Biofrontera
Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
(CUSIP
Number)
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 09077D 100 | 13G | Page 2 of 6 Pages |
1. |
|
NAMES
OF REPORTING PERSONS
Abshagen
Consulting GmbH |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Germany |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
5. |
|
SOLE
VOTING POWER
3,148,042 |
|
6. |
|
SHARED
VOTING POWER
0 |
|
7. |
|
SOLE
DISPOSITIVE POWER
3,148,042 |
|
8. |
|
SHARED
DISPOSITIVE POWER
0 |
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,148,042 |
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8%
(See Note 1) |
12. |
|
TYPE
OF REPORTING PERSON (see instructions)
CO |
|
|
Note
1: The denominator for this calculation is based on
26,699,002 shares of Biofrontera Inc. common stock outstanding as of the date of this Schedule
13G, based on (i) the 3,148,042 shares issued to the Reporting Person, as reported in Biofrontera
Inc.’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
(the “Commission”) on October 31, 2022 plus (ii) 23,550,960 shares of Biofrontera
Inc. common stock outstanding as reported in Biofrontera Inc.’s most recent Quarterly
Report on Form 10-Q filed with the Commission on August 12, 2022. |
CUSIP No. 09077D 100 | 13G | Page 3 of 6 Pages |
Item
1.
|
(a) |
Name
of Issuer
Biofrontera
Inc. |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices
120
Presidential Way, Suite 330
Woburn, MA 01801 |
Item
2.
|
(a) |
Name
of Person Filing
Abshagen
Consulting GmbH |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence
Burgunderweg
8
Weinheim
69469 Germany |
|
|
|
|
(c) |
Citizenship
Germany |
|
|
|
|
(d) |
Title
of Class of Securities
Common
Stock, par value $0.001 per share |
|
|
|
|
(e) |
CUSIP
Number
09077D
100 |
CUSIP No. 09077D 100 | 13G | Page 4 of 6 Pages |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a) |
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
Item
4. Ownership.
|
(a) |
|
Amount
beneficially owned:
3,148,042 shares of Biofrontera Inc.’s common stock |
|
|
|
|
|
|
(b) |
|
Percent
of class:
11.8%. The percent of class is based on a denominator for this calculation of 26,699,002
shares of Biofrontera Inc. common stock outstanding, which is derived from (i) the 3,148,042 shares issued to the Reporting Person,
as reported in Biofrontera Inc.’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”)
on October 31, 2022 plus (ii) 23,550,960 shares of Biofrontera Inc. common stock outstanding as reported in Biofrontera Inc.’s
most recent Quarterly Report on Form 10-Q filed with the Commission on August 12, 2022. |
|
|
|
|
|
|
(c) |
|
Number
of shares as to which the person has: |
|
|
|
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote .
3,148,042 |
|
|
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote .
0 |
|
|
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of .
3,148,042 |
|
|
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of .
0 |
CUSIP No. 09077D 100 | 13G | Page 5 of 6 Pages |
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
CUSIP No. 09077D 100 | 13G | Page 6 of 6 Pages |
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
November 4, 2022
|
ABSHAGEN CONSULTING GMBH |
|
|
|
By: |
/s/
Ulrich Abshagen |
|
Name: |
Ulrich Abshagen |
|
Title: |
Owner and Managing Director |
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