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Biofrontera AG Announces Pricing of US$12 Million Firm Commitment Public Offering of American Depositary Shares and NASDAQ Listing

LEVERKUSEN, Germany, Feb. 13, 2018 (GLOBE NEWSWIRE) -- Biofrontera AG (NASDAQ:BFRA) (Frankfurt Stock Exchange:B8F) (“Biofrontera” or the “Company”), an international biopharmaceutical company, today announced the pricing of a U.S. underwritten public offering of 1,215,000 American Depositary Shares, or ADSs, at an offering price of $9.88 per ADS. Each ADS represents two of Biofrontera’s ordinary shares, nominal value €1.00 per share. The ADSs will begin trading on The NASDAQ Capital Market under the symbol “BFRA” on February 14, 2018.

The Company expects to receive aggregate gross proceeds of approximately $12.0 million from this offering, before deducting underwriting discounts, commissions and other related expenses. Biofrontera has granted the underwriters a 45-day option to purchase up to an additional 85,483 additional ADSs at the same price per ADS as in the initial offering of ADSs. The offering is expected to close on or about February 16, 2018, subject to closing conditions.

Biofrontera has separately completed a concurrent preemptive rights offering of its ordinary shares pursuant to German law to its existing holders of ordinary shares, under which Biofrontera will be issuing a total of 3,399,034 ordinary shares at an offering price of €4.00 per share (or approximately $4.94 per share, representing the same per share price as the one used in the ADS offering). These rights offering shares will trade on the Frankfurt Stock Exchange under the Company’s existing listing of B8F.F.

Proceeds from these offerings will be used to expand Biofrontera’s U.S. sales and marketing organization, fund additional clinical trials of its product Ameluz® (and to make regulatory filings for marketing approval of Ameluz®, both for geographic expansion and the extension of the indications for Ameluz®), and for general corporate purposes.

The Benchmark Company, LLC is acting as the managing underwriter with Dawson James Securities, Inc. and Lake Street Capital Markets acting as co-managers. Dawson James Securities, Inc. is also acting as the “qualified independent underwriter” in connection with this offering.

A registration statement on Form F-1 relating to this U.S. offering has been filed with the Securities and Exchange Commission (“SEC”) and has been declared effective by the SEC as of February 13, 2018. The U.S. offering of these securities will be made only by means of a prospectus, forming a part of the registration statement. A preliminary prospectus relating to the U.S. offering is included in the registration statement on Form F-1 filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus relating to the U.S. offering, when available, may be obtained from Biofrontera, with an address of Hemmelrather Weg 201, D-51377, Leverkusen, Germany Telephone: +011 49 214 876 00, emailing: press@biofrontera.com. In addition, the registration statement, including the prospectus, is available to the public at www.sec.gov or www.biofrontera.com. In addition, you may contact The Benchmark Company by calling 212-312-6700 or prospectus@benchmarkcompany.com.

McGuireWoods LLP is acting as U.S. legal counsel to Biofrontera, and Schiff Hardin LLP is acting as legal counsel to the underwriters.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to their registration or qualification under the securities laws of any such state or jurisdiction.

Enquiries, please contact:

Biofrontera AG
Thomas Schaffer, Chief Financial Officer
+49 (0) 214 87 63 2 0
press@biofrontera.com

IR Germany: Brainwell Asset Solutions
Jürgen Benker
+49 (0) 152 08931514
IR UK: Seton Services
Toni Vallen
+44(0) 20 7729 0805
IR and PR US: The Ruth Group
IR: Tram Bui
PR: Kirsten Thomas

+1 646-536-7035
+1 508-280-6592

About Biofrontera:
Biofrontera AG is an international biopharmaceutical company specializing in the development and commercialization of a platform of pharmaceutical products for the treatment of dermatological conditions and diseases caused primarily by exposure to sunlight that results in sun damage to the skin. Biofrontera’s approved products focus on the treatment in the U.S. and Europe of actinic keratoses, which are skin lesions that can sometimes lead to skin cancer, as well as the treatment of certain forms of basal cell carcinoma in the European Union. American Depositary Shares representing Biofrontera’s ordinary shares will commence trading on the NASDAQ Capital Market under the symbol “BFRA” on February 14, 2018, and Biofrontera’s ordinary shares are listed in the Frankfurt Stock Exchange (B8F, ISIN: DE0006046113). Information is also available at www.biofrontera.com.

Forward Looking Statements:
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the public offering and the intended use of proceeds from the offering. These statements may be identified by the use of forward-looking words such as "anticipate," "believe," "forecast," "estimate" and "intend," among others. Such forward-looking statements are based on the currently held beliefs and assumptions of the management of Biofrontera AG, which are expressed in good faith and, in their opinion, reasonable. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, financial condition, performance, or achievements of the Company, or industry results, to differ materially from the results, financial condition, performance or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other factors are set forth in the Registration Statement on Form F-1 filed with the SEC, including in the section “Risk Factors,” and in future reports filed with the SEC. Given these risks, uncertainties and other factors, prospective investors are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake an obligation to update or revise any forward-looking statement.


Source: Biofrontera AG