What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-13 compared with 2022-04-11 · 22 added, 67 removed, 3 unchanged (97% of the section changed)

Market for Registrant’s Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the NASDAQ Capital Market,

under the symbol “ BFRI ,” and our warrants are traded on the NASDAQ Capital Market, under the symbol “ BFRIW .”

As of December 31, 2021, there were

approximately 2 holders of record of our common stock.

Holders of record are

defined as those stockholders whose shares are registered in their names in our stock records and do not include beneficial owners

of common stock whose shares are held in the names of brokers, dealers or clearing agencies.

Dividend Policy

We have never declared or paid any cash dividends

on our common stock.

We currently anticipate that we will retain all future earnings for the operation of our business and we do not currently

intend to pay any cash dividends on our common stock in the foreseeable future.

Securities Authorized for Issuance Under Equity

Compensation Plans

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock is traded on the NASDAQ Capital Market, under the symbol “ BFRI ,” and our warrants are traded on the NASDAQ

Capital Market, under the symbol “ BFRIW .”

of December 31, 2022, there were three holders of record of our common stock.

of record are defined as those stockholders whose shares are registered in their names in our stock records and do not include beneficial

owners of common stock whose shares are held in the names of brokers, dealers or clearing agencies.

have never declared or paid any cash dividends on our common stock.

We currently anticipate that we will retain all future earnings for

the operation of our business, and we do not currently intend to pay any cash dividends on our common stock in the foreseeable future.

Authorized for Issuance Under Equity Compensation Plans

information required by this Item 5 regarding securities authorized for issuance under our equity compensation plan is contained under

1 unchanged sentence

under such caption is incorporated herein by reference.

Recent Sales of Unregistered Securities

29, 2021, we entered into a Securities Purchase Agreement (the “ Purchase Agreement ”)

with a single institutional investor (the “ Purchaser ”), pursuant to which we

agreed to sell in a private placement at an aggregate purchase price of approximately $15,000,000, (i) 1,350,000 shares of our common

stock, (ii) a common stock purchase warrant (the “Purchase Warrant”) to purchase up to 2,857,143 shares of our common stock

and (iii) a pre-funded common stock purchase warrant (the “Pre-Funded Warrant”) to purchase up to 1,507,143 shares of our

common stock.

Each of the Purchaser Warrant and Pre-Funded Warrant are currently exercisable and have a term of exercise equal to five

(5) years with an exercise price of:

(a) $5.25 per share with respect to the Purchaser Warrant and (b) a nominal exercise price of $0.0001

per share with respect to the Pre-Funded Warrant.

The combined purchase price for one

Share and one Purchaser Warrant was $5.25 and the combined purchase price for one Pre-Funded Warrant and one Purchaser Warrant was $5.24.

The Purchaser

has contractually agreed to restrict its ability to exercise the Purchaser Warrant and the Pre-Funded Warrant such that the number of

shares of the Company’s common stock held by the Purchaser and its affiliates after such exercise does not exceed either 4.99%,

in the case of the Purchaser Warrant, or 9.99%, in the case of the Pre-Funded Warrant, of the then issued and outstanding shares of the

Company’s common stock.

The Purchaser may increase or decrease these limitations upon notice to the Company, but in no event will

any such limitation exceed 9.99%.

a registration rights agreement between us and the Purchaser, we filed a registration statement on Form S-1, which became effective on

December 23, 2021, registering t he offering and resale, from time to time, by the Purchaser of up to 5,714,286 shares of our common

stock which includes 1,350,000 shares of our common stock issued in the private placement and 4,364,286 shares issuable upon the exercise

of outstanding warrants acquired in the private placement.

Issuer Purchases of Equity Securities

There were no repurchases made by us, or

on our behalf, of shares of our common stock during the year ended December 31, 2021.

Use of Proceeds

On October 28, 2021, our

registration statement on Form S-1 (File No.

333-257722) relating to the initial public offering (“IPO”) of our common stock

became effective.

In the IPO, we issued 3,600,000 units (each consisting of (i) one share of our common stock, par value $0.001 per share

and (ii) one warrant entitling the holder to purchase one share of our common stock at an exercise price of $5.00 per share) at an initial

offering price of $5.00 per unit.

The warrants issued in the IPO are immediately exercisable upon issuance and are exercisable for a period

of five years after the issuance date.

The shares and warrants were issued separately in the IPO and may be transferred separately immediately

upon issuance.

The underwriters exercised in full their option to purchase up to an additional 540,000 warrants to purchase one share

of our common stock to cover over-allotments.

We received net proceeds from the IPO of $14.9 million after deducting underwriting discounts

and commissions and offering expenses.

None of the expenses associated with the IPO were paid to directors, officers, persons

owning 10% or more of any class of equity securities, or to our affiliates.

Roth Capital Partners, LLC and The Benchmark Company, LLC

acted as joint book-running managers.

The offering commenced on October 28, 2021 and did not terminate until the sale of all of the units

received were used for working capital and general corporate purposes.

has been no material change in the planned use of proceeds from the IPO of our common stock from that described in the Prospectus.

Sales of Unregistered Securities

We do not have any sales of unregistered securities

to report that have not been previously included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

Purchases of Equity Securities

were no repurchases made by us, or on our behalf, of shares of our common stock during the year ended December 31, 2022.

of Proceeds from our Initial Public Offering

October 28, 2021, our registration statement on Form S-1 (File No.

333-257722) relating to the initial public offering (“IPO”)

of our common stock became effective.

of December 31, 2022, we have used all of the proceeds received from our IPO for working capital and general corporate purposes.

was no material change in the planned use of proceeds from the IPO of our common stock from that described in the Prospectus filed with

SEC pursuant to rule 424b(4) under the Securities Act on November 1, 2021.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity