Biofrontera Inc. Completes $11M Asset Acquisition of Ameluz and RhodoLED US Rights
核心洞察
Biofrontera Inc. has acquired full U.S. rights to Ameluz® and RhodoLED (搜索)® from former parent Biofrontera AG, including the New Drug Application and all intellectual property.
The new earnout structure reduces payment rates to 12-15% of U.S. net sales from the previous 25-35%, expected to accelerate the company's path to profitability.
The $11 million transaction was funded by existing investors Rosalind Advisors (搜索) and AIGH Capital Management (搜索), with the final $2.5 million released upon closing.
Biofrontera Inc. has completed a transformative $11 million asset acquisition that gives the company full control over its photodynamic therapy products in the United States. The biopharmaceutical company announced the closing of its restructuring and asset purchase agreement with former parent Biofrontera AG, acquiring all U.S. assets and rights related to Ameluz® and RhodoLED (搜索)®.
Restructured Financial Terms Drive Cost Reduction
The transaction fundamentally restructures Biofrontera Inc.'s financial obligations through a new earnout model. Under the revised agreement, the company will pay monthly earnouts of 12% on annual U.S. net sales of Ameluz® up to $65 million, and 15% on sales exceeding that threshold. These payments will cease upon patent expiry.
This represents a significant improvement from the previous transfer-pricing model, which required perpetual payments of 25-35% of net sales per tube, depending on timing and indication. The new structure is expected to drive meaningful gross margin expansion starting in the fourth quarter of 2025 and accelerate the company's timeframe to reach break-even.
Comprehensive Asset Transfer
The acquisition encompasses the complete U.S. commercial infrastructure for both products, including the New Drug Application (NDA), Investigational New Drug Application (IND), manufacturing rights and contracts, all intellectual property, and related personnel. Biofrontera Inc. now assumes full responsibility for manufacturing, regulatory oversight, quality management, pharmacovigilance, and commercialization of the Ameluz® and RhodoLED (搜索)® portfolio in the United States.
The company expects the full transfer of assets and personnel to be completed by late Q4 2025 or early Q1 2026.
Strategic Investment and Equity Alignment
The transaction was funded through an $11 million investment led by existing investors Rosalind Advisors (搜索), Inc. and AIGH Capital Management (搜索) LLC. Of this amount, $8.5 million was funded at the time of term-sheet execution, with the final $2.5 million released upon closing. This financing is expected to fund Biofrontera Inc. to profitability.
As part of the agreement, Biofrontera AG received a 10% post-money equity stake in Biofrontera Inc., aligning long-term interests between the two entities.
Photodynamic Therapy Focus
Biofrontera Inc. specializes in photodynamic therapy for dermatological conditions, commercializing the drug-device combination of Ameluz® with the RhodoLED (搜索)® lamp series for treatment of Actinic Keratosis (搜索), pre-cancerous skin lesions that may progress to invasive skin cancers. The company is conducting clinical trials to extend product use to treat non-melanoma skin cancers (搜索) and moderate to severe acne (搜索).
"This is a transformative transaction that strengthens Biofrontera's financial and operational profile," said Dr. Hermann Luebbert, Chief Executive Officer and Chairman of Biofrontera Inc. "The significantly reduced earnout structure is expected to drive meaningful gross margin expansion starting in the fourth quarter of 2025. Coupled with the new capital infusion, this positions us to accelerate Ameluz® growth and advance label expansion into additional indications."