Dilution profile // every instrument, one screen, from SEC filings

Biofrontera Inc. (BFRIW)

CIK 1858685 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (historical dilution)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
MEDIUM$14.5M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 18% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+836% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~5.7 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-11-282026-05-13

Latest: 12.8M shares as of May 13, 2026 (10-Q). Share count fell from 26.7M to 1.4M between May 11, 2023 and Aug 9, 2023, a pattern consistent with a reverse split (roughly 1-for-20); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 2.3M underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $100 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 15.1M = 12.8M O/S + 2.3M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Senior Secured Convertible Notes$4.2M$0.7810%~5.4M sh

If every note above converted at its tagged price: ~5.4M new shares on 12.8M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 14, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding12.8MMay 13, 2026
+ Warrants (aggregate, as tagged) (if exercised)2.3MMar 31, 2026
+ Senior Secured Convertible Notes (if fully converted)5.4MNov 22, 2024
Fully diluted estimate20.5M+59.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $14.5Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Dec 5, 2025$3.2M registeredfiling →
S-1Jul 16, 2025$11.3M registeredfiling →
S-1Jan 17, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 1 executed · 2 registered.

EFFECTIVEDec 19, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 5, 2025S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDOct 24, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEAug 19, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDAug 13, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDJul 16, 2025S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDJul 1, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEJan 28, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJan 17, 2025S-1 registration — capacity to sell shares, not a sale yetS-1
EFFECTIVEMay 9, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 3, 2024S-1 registration — capacity to sell shares, not a sale yetS-1
EFFECTIVEApr 22, 2024SEC declared a registration effective — selling can beginEFFECT

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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