Biofrontera Inc. Adopts Limited Duration Shareholder Rights Plan
2022年10月14日 - 9:40PM
Biofrontera
Inc. (Nasdaq: BFRI)
(the “Company”), a
biopharmaceutical company specializing in the commercialization of
dermatological products, announced today that its Board of
Directors has adopted a limited duration shareholder rights plan
(the “Rights Plan”), and declared a dividend distribution of one
preferred stock purchase right on each outstanding share of common
stock, in order to protect the interest of all of the Company’s
shareholders. The rights will be issued to shareholders of record
on October 24, 2022 and will expire on October 13, 2023.
The Board believes that the current price of the
Company’s common stock is not reflective of the Company’s intrinsic
or long-term value. The Board further believes the Rights Plan is
an effective course of action to fulfill its fiduciary duties to
the Company and its shareholders, and to enable shareholders to
realize the long-term value of their investment. The Rights Plan
was adopted following a careful evaluation and consultation with
the Company’s external legal and financial advisors.
“We see tremendous value in Biofrontera Inc.
today and in the future, and by enacting this Rights Plan we are
protecting our shareholders while continuing to pursue commercial
success. We’ve made significant progress in establishing our
commercial footprint and other operational improvements, and
management remains highly committed to driving growth. The Board of
Directors believes Biofrontera Inc.’s stock is significantly
undervalued as a result of the current market environment. Upon
evaluation of all opportunities, by executing this plan we’re
protecting shareholders’ ability to benefit from our creation of
long-term value,” stated Erica Monaco, Chief Executive Officer of
Biofrontera Inc.
“This Rights Plan was implemented by our Board
to safeguard the interest of all shareholders against undervalued,
unsolicited or inadequate partial tender offers should they arise,”
she added.
The Rights Plan is similar to plans adopted by
other publicly traded companies. Pursuant to the Rights Plan, the
Company will distribute one right for each share of common stock
outstanding as of the close of trading on October 24, 2022. While
the Rights Plan is effective immediately, the rights would become
exercisable only if a person or group, or anyone acting in concert
with such a person or group, acquires beneficial ownership, as
defined in the Rights Plan, of 20% or more of the Company’s issued
and outstanding common stock in a transaction not approved by the
Company's Board of Directors. In that situation, each holder of a
right (other than the acquiring person or group, or anyone acting
in concert as defined in the Rights Plan with such person or
group), will have the right to purchase a number of shares of
Company common stock at an exercise price of one-half the market
value of the right. In addition, at any time after a person or
group acquires 20% or more of the Company’s common stock, unless
such person or group acquires 50% or more, the Company’s Board of
Directors may exchange one share of the Company’s common stock for
each outstanding right, other than rights owned by such person or
group, which would have become void.
Under the Rights Plan, any person, entity or
group that owns more than the triggering percentage at the time of
the public announcement of the Rights Plan will not trigger the
exercisability of the rights and may continue to own its shares of
common stock. However, as long as such person or group holds 20% or
more of the Company’s common stock, the acquisition of one
additional share of common stock at any time after the public
announcement of the Rights Plan, including any shares acquired by
another person acting in concert (as defined in the Rights Plan)
with such person or the formation of a group with another owner of
common stock, will trigger the Rights Plan.
Stockholders are not required to take any action
to receive the distribution of their rights.
The Rights Plan will expire on October 13, 2023.
The Company’s Board of Directors may extend the existing Rights
Plan, authorize a new Rights Plan or consider an earlier
termination of the Rights Plan if market and other conditions
warrant. Further details of the Rights Plan will be contained in a
Current Report on Form 8-K and in a Registration Statement on Form
8-A that the Company will be filing with the U.S. Securities and
Exchange Commission.
About Biofrontera Inc.
Biofrontera Inc. is a U.S.-based
biopharmaceutical company commercializing a portfolio of
pharmaceutical products for the treatment of dermatological
conditions with a focus on photodynamic therapy (PDT) and topical
antibiotics. The Company’s licensed products are used for the
treatment of actinic keratoses, which are pre-cancerous skin
lesions, as well as impetigo, a bacterial skin infection. For more
information, visit www.biofrontera-us.com.
Forward-Looking Statements
Certain statements in this press release may
constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995, as
amended to date. These statements include, but are not limited to,
statements relating to the benefits of the Rights Plan, the ability
of the Rights Plan to maximize stockholder value, the inherent
value of the common stock, the Company’s performance and potential
for growth of its operations, the development of the Company’s
commercial footprint and the plans of management to grow the
business. We have based these forward-looking statements on our
current expectations and projections about future events,
nevertheless, actual results or events could differ materially from
the plans, intentions and expectations disclosed in, or implied by,
the forward-looking statements we make. These risks and
uncertainties, many of which are beyond our control, including, but
not limited to, the impact of extraordinary external events, such
as the current COVID-19 pandemic; any changes in the Company’s
relationship with its licensors; the ability of the Company’s
licensors to fulfill their obligations to the Company in a timely
manner; the Company’s ability to achieve and sustain profitability;
whether the current global disruptions in supply chains will impact
the Company’s ability to obtain and distribute its licensed
products; changes in the practices of healthcare providers,
including any changes to the coverage, reimbursement and pricing
for procedures using the Company’s licensed products; the
uncertainties inherent in the initiation and conduct of clinical
trials; availability and timing of data from clinical trials;
whether results of earlier clinical trials or trials of Ameluz® in
combination with BF-RhodoLED® in different disease indications or
product applications will be indicative of the results of ongoing
or future trials; uncertainties associated with regulatory review
of clinical trials and applications for marketing approvals;
whether the market opportunity for Ameluz® in combination with
BF-RhodoLED® is consistent with the Company’s expectations; the
Company’s ability to complete the transition to a public company;
the Company’s ability to retain and hire key personnel; the
sufficiency of cash resources and need for additional financing and
other factors that may be disclosed in the Company’s filings with
the SEC, which can be obtained on the SEC website at www.sec.gov.
Readers are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date on
which they are made and reflect management's current estimates,
projections, expectations and beliefs. The Company does not plan to
update any such forward-looking statements and expressly disclaims
any duty to update the information contained in this press release
except as required by law.
Contacts
Biofrontera Inc.Anke zur
Mühlen+1 781 486 1539us-ir@biofrontera.com
LHA Investor RelationsTirth T.
Patel+1 212 201 6614tpatel@lhai.com
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Biofrontera (NASDAQ:BFRIW)
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Biofrontera (NASDAQ:BFRIW)
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から 9 2023 まで 9 2024