Biofrontera Inc. has acquired all U.S. Rights to Ameluz and RhodoLED from its former parent company, Germany-based Biofrontera AG.
The Company also has the rights to all New Drug Application (NDA) and associated patents from Biofrontera AG.
An $11 million investment led by Rosalind Advisors, Inc. and AIGH Capital Management LLC funded the acquisition and transfer costs.
Biofrontera Inc. will now pay a monthly Ameluz royalty of 12% in years where Ameluz revenue in the US is less than $65 million, and 15% in years when revenue exceeds that threshold. The new royalty replaces the former transfer pricing model — which required payment of 25% to 35% of the net sales price per tube depending on timing and indication.
As part of the agreement, Biofrontera AG will receive a 10% post-money equity stake in Biofrontera Inc., aligning long-term interests between the entities.
The responsibility for the manufacture of Ameluz and the RhodoLED portfolio of lamps for the U.S. market will be transferred to Biofrontera Inc. In addition, all regulatory, quality management, pharmacovigilance, and commercial responsibilities associated with the U.S. market now rest entirely with Biofrontera Inc.
Full Control and Accountability
“This acquisition gives us full control and accountability for the success of Ameluz and RhodoLED in the US,” says Dr Hermann Luebbert, President and CEO of Biofrontera Inc, in a news release. “It allows us to drive commercial and operational decisions with greater agility. The move from transfer pricing to a royalty-based agreement and the resulting cost reductions will allow us to reach breakeven more quickly and be more profitable in the future. This agreement, coupled with our upcoming FDA submission for the treatment of superficial basal cell carcinoma, signals our continued commitment to realizing the potential of PDT in dermatology.”
A first tranche of $8.5 million will be funded in conjunction with the signing of the new royalty agreement. The second tranche of $2.5 million will be funded upon finalization of a detailed asset transfer agreement, which is expected by September 30, 2025.
The new capital will be provided in the form of preferred shares convertible to common shares at the market price of $0.6249 per share as of the close of business on June 26, 2025.
