Amended Securities Registration (section 12(b)) (8-a12b/a)
28 Abril 2023 - 10:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
(Amendment
No. 1)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
BIOFRONTERA
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
47-3765675 |
(State of Incorporation
or Organization) |
|
(I.R.S. Employer
Identification No.) |
120
Presidential Way, Suite 330
Woburn,
MA |
|
01801 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of Each Class
to
be so Registered |
|
Name
of Each Exchange on Which
Each
Class is to be Registered |
Preferred
Stock Purchase Rights |
|
The
Nasdaq Stock Market LLC |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), please check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), please check the following box. ☐
If
this form relates to the registration of a class of securities with a Regulation A offering, check the following box. ☐
Securities
Act registration statement file number to which this form relates: Not applicable.
Securities
to be registered pursuant to Section 12(g) of the Act: None.
EXPLANATORY
NOTE
This Amendment No. 1 to Form
8-A/A is being filed by Biofrontera Inc. (the “Company”) for the purpose of
amending and supplementing the description of the Company’s securities contained in the Registration Statement on Form 8-A
filed by the Company with the Securities and Exchange Commission on October 14, 2022 (the “Original Form 8-A”) in
connection with Preferred Stock Purchase Rights under the Stockholder Rights Agreement (the “Rights Agreement”) between the
Company and Computershare Trust Company, N.A., as Rights Agent (“Computershare”), dated
October 13, 2022.
Item
1: Description of Registrant’s Securities to be Registered
Item 1 of the Original Form
8-A is incorporated herein by reference and is hereby amended and supplemented by adding the following:
On
April 26, 2023, the Company and Computershare Trust Company, N.A., as Rights Agent, executed Amendment No. 1 to the Stockholder Rights
Agreement (the “Amendment”), effective as of April 26, 2023, which makes the changes to the Rights Agreement described below.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on April 17, 2023, the Amendment was entered into pursuant to the terms of a settlement agreement with Biofrontera AG.
Amendment
to Definition of “Acquiring Person” and “Acting in Concert”
The
Amendment amends the definition of “Acquiring Person” to increase, solely with respect to Biofrontera AG, the Acquiring Person
trigger threshold from 20.00% to 29.96% calculated in the manner set forth in the Amendment. The trigger threshold remains 20.00% for
all other persons, including associates and affiliates of Biofrontera AG.
In
addition, amends the definition of “Acting in Concert” to remove provisions that might deem persons to be acting in concert
without any agreement between those persons.
Amendment
to Expiration Date
The
Amendment also extends the expiration date of the Preferred Stock Purchase Rights to the earlier of (a) June 30, 2026 or (b) the first
day after the Company’s 2025 annual meeting, if stockholder approval has not been obtained prior to such date.
******
The
foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference
to the Rights Agreement and the Amendment, each of which is attached hereto as Exhibit 4.1 and 4.2, respectively, and is incorporated
herein by reference.
Item
2: Exhibits
4.1 |
|
Stockholder Rights Agreement, dated as of October 13, 2022, between Biofrontera Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A, filed on October 14, 2022). |
|
|
|
4.2 |
|
Amendment
No. 1 to the Stockholder Rights Agreement, dated as of April 26, 2023, between Biofrontera Inc. and Computershare Trust Company,
N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on April
28, 2023). |
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
|
BIOFRONTERA
INC. |
|
|
|
|
By: |
/s/
Erica L. Monaco |
|
Name: |
Erica
L. Monaco |
|
Title: |
Chief
Executive Officer |
Date:
April 28, 2023
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