Item 5. Other Information
Item
5. Other Information
On
May 10, 2024, the Company entered into amended and restated employment agreements with Fred Leffler, the Company’s Chief
Financial Officer, and Hermann Luebbert, its Chief Executive Officer and Chairman. The amended and restated employment agreements
(a) provide for increases in the respective base salaries of Messrs. Leffler and Luebbert; and (b) permit future increases in their
respective base salaries, provided that such increases are approved by the Company’s Board and/or its Compensation Committee,
as applicable. In addition, a number of non-substantive revisions have been made to Mr. Luebbert’s previous employment
agreement to conform to changes in his role with the Company.
The
foregoing description is a summary that is qualified in its entirety by reference to the amended and restated employment agreements, which are filed as exhibits to this
Form 10-Q.
In
addition, reference is made to Note 18. Subsequent Events in our Notes to Consolidated Financial Statements in Part I, Item 1
of this Quarterly Report on Form 10-Q, for information regarding a further amendment to the Settlement Agreement dated April 11, 2023
by and among the Company, Hermann Luebbert, John J. Borer, Loretta M. Wedge, Beth J. Hoffman, Kevin D. Weber and Biofrontera AG, as previously
amended. Such further amendment, which is filed as an exhibit to this Report on Form 10-Q, does not effect any material changes to such
Settlement Agreement, as previously amended.
33
Item
6. Exhibits
The
following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the SEC.
Exhibit
No.
10.1*#
Amendment No. 2 to Settlement Agreement, dated May 6, 2024 by and among the Company, Hermann Luebbert, John J. Borer, Loretta M. Wedge, Beth J. Hoffman, Kevin D. Weber, and Biofrontera AG
10.2 *#
Amended and Restated Employment Agreement, dated as of May 10, 2024, by and between the Company and Hermann Luebbert
10.3*#
Amended and Restated Employment Agreement, dated as of May 10, 2024, by and between the Company and E. Fred Leffler
31.1*
Certification
of Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2*
Certification
of Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1*
Certification
of Principal Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2*
Certification
of Principal Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)
*
Filed
herewith.
#
Indicates
a management contract or compensatory plan or arrangement.
34
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
BIOFRONTERA
INC.
Date:
May 15, 2024
By:
/s/
Hermann Luebbert
Name:
Hermann
Luebbert
Title:
Chief
Executive Officer & Chairman
( Principal
Executive Officer)
Date:
May 15, 2024
By:
/s/
E. Fred Leffler III
Name:
E.
Fred Leffler, III
Title:
Chief
Financial Officer
(Principal
Financial Officer)
35
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.