Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40943 | |
Entity Registrant Name | Biofrontera Inc. | |
Entity Central Index Key | 0001858685 | |
Entity Tax Identification Number | 47-3765675 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 120 Presential Way | |
Entity Address, Address Line Two | Suite 330 | |
Entity Address, City or Town | Woburn | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01801 | |
City Area Code | (781) | |
Local Phone Number | 245-1325 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,104,749 | |
Common Stock Par Value 0.001 Per Share [Member] | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | BFRI | |
Security Exchange Name | NASDAQ | |
Warrants Each Warrant Exercisable For One Share Of Common Stock Each At Exercise Price Of 5.00 Per Share [Member] | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $5.00 per share | |
Trading Symbol | BFRIW | |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 22,428 | $ 24,545 |
Accounts receivable, net | 5,172 | 3,784 |
Other receivables, related party | 8,686 | 8,647 |
Inventories | 4,872 | 4,458 |
Prepaid expenses and other current assets | 1,373 | 4,987 |
Total current assets | 42,531 | 46,421 |
Other receivables long term, related party | 2,813 | 2,813 |
Property and equipment, net | 245 | 267 |
Intangible asset, net | 3,345 | 3,450 |
Other assets | 268 | 268 |
Total assets | 49,202 | 53,219 |
Current liabilities: | ||
Accounts payable | 302 | 658 |
Accounts payable, related parties | 269 | 282 |
Acquisition contract liabilities, net | 3,242 | 3,242 |
Accrued expenses and other current liabilities | 8,546 | 9,654 |
Total current liabilities | 12,359 | 13,836 |
Long-term liabilities: | ||
Acquisition contract liabilities, net | 9,632 | 9,542 |
Warrant liability | 4,143 | 12,854 |
Other liabilities | 5,652 | 5,649 |
Total liabilities | 31,786 | 41,881 |
Commitments and contingencies (see Note 23) | ||
Stockholders’ equity: | ||
Preferred Stock, $0.001 par value, 20,000,000 shares authorized, zero shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Common Stock, $0.001 par value, 300,000,000 shares authorized; 17,104,749 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 17 | 17 |
Additional paid-in capital | 90,717 | 90,200 |
Accumulated deficit | (73,318) | (78,879) |
Total stockholders’ equity | 17,416 | 11,338 |
Total liabilities and stockholders’ equity | $ 49,202 | $ 53,219 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares outstanding | 17,104,749 | 17,104,749 |
Common stock, shares issued | 17,104,749 | 17,104,749 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenues, net | $ 9,751 | $ 4,744 |
Operating expenses | ||
Cost of revenues, related party | 4,975 | 2,408 |
Cost of revenues, other | 175 | 163 |
Selling, general and administrative | 7,616 | 4,758 |
Selling, general and administrative, related party | 95 | 164 |
Restructuring costs | 281 | |
Change in fair value of contingent consideration | 498 | |
Total operating expenses | 12,861 | 8,272 |
Loss from operations | (3,110) | (3,528) |
Other income (expense) | ||
Change in fair value of warrant liabilities | 8,711 | |
Interest expense, net | (33) | (84) |
Other income, net | 23 | 79 |
Total other income (expense) | 8,701 | (5) |
Income (loss) before income taxes | 5,591 | (3,533) |
Income tax expense | 30 | 1 |
Net income (loss) | $ 5,561 | $ (3,534) |
Income (loss) per common share: | ||
Basic | $ 0.33 | $ (0.44) |
Diluted | $ 0.32 | $ (0.44) |
Weighted-average common shares outstanding: | ||
Basic | 17,104,749 | 8,000,000 |
Diluted | 17,133,218 | 8,000,000 |
Product [Member] | ||
Total revenues, net | $ 9,736 | $ 4,731 |
Revenues Related Party [Member] | ||
Total revenues, net | $ 15 | $ 13 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 8 | $ 46,986 | $ (41,166) | $ 5,828 |
Beginning balance, shares at Dec. 31, 2020 | 8,000,000 | |||
Net income (loss) | (3,534) | (3,534) | ||
Ending balance, value at Mar. 31, 2021 | $ 8 | 46,986 | (44,700) | 2,294 |
Ending balance, shares at Mar. 31, 2021 | 8,000,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 17 | 90,200 | (78,879) | 11,338 |
Beginning balance, shares at Dec. 31, 2021 | 17,104,749 | |||
Net income (loss) | 5,561 | 5,561 | ||
Stock-based compensation | 517 | 517 | ||
Ending balance, value at Mar. 31, 2022 | $ 17 | $ 90,717 | $ (73,318) | $ 17,416 |
Ending balance, shares at Mar. 31, 2022 | 17,104,749 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 5,561,000 | $ (3,534,000) |
Adjustments to reconcile net income (loss) to cash flows used in operations | ||
Depreciation | 26,000 | 33,000 |
Amortization of acquired intangible assets | 105,000 | 105,000 |
Change in fair value of contingent consideration | 498,000 | |
Change in fair value of warrant liabilities | (8,711,000) | |
Stock-based compensation | 517,000 | |
Provision for inventory obsolescence | 35,000 | |
Provision for (recovery of) doubtful accounts | 42,000 | |
Non-cash interest expense | 89,000 | 89,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,430,000) | 1,509,000 |
Other receivables, related party | (38,000) | |
Prepaid expenses and other assets | 3,614,000 | (83,000) |
Inventories | (414,000) | (1,366,000) |
Accounts payable and related party payables | (366,000) | (922,000) |
Accrued expenses and other liabilities | (1,107,000) | 193,000 |
Cash flows used in operating activities | (2,112,000) | (3,443,000) |
Cash flows from investing activities | ||
Purchases of property and equipment | (5,000) | |
Cash flows used in investing activities | (5,000) | |
Net decrease in cash and cash equivalents | (2,117,000) | (3,443,000) |
Cash, cash equivalents and restricted cash, at the beginning of the period | 24,742,000 | 8,277,000 |
Cash, cash equivalents and restricted cash, at the end of the period | 22,625,000 | 4,834,000 |
Supplemental disclosure of cash flow information | ||
Interest paid | 4,000 | |
Income tax paid, net | 30,000 | 1,000 |
Supplemental non-cash investing and financing activities | ||
Deferred offering costs included in accrued expenses and other liabilities | $ 312,000 |
Business Overview
Business Overview | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | 1. Business Overview We are a U.S.-based biopharmaceutical company specializing in the commercialization of pharmaceutical products for the treatment of dermatological conditions, in particular, diseases caused primarily by exposure to sunlight that results in sun damage to the skin. Our principal licensed products focus on the treatment of actinic keratoses, which are skin lesions that can sometimes lead to skin cancer. We also market a licensed topical antibiotic for treatment of impetigo, a bacterial skin infection. Our principal product is Ameluz®, which is a prescription drug approved for use in combination with our licensor’s FDA-approved medical device, the BF-RhodoLED® lamp series, for photodynamic therapy (“PDT”) (when used together, “Ameluz ® Note 16, Related Party Transactions Our second prescription drug product is Xepi® (ozenoxacin cream, 1%), a topical non-fluorinated quinolone that inhibits bacterial growth. Currently, no antibiotic resistance against Xepi® is known and it has been specifically approved by the FDA for the treatment of impetigo due to staphylococcus aureus or streptococcus pyogenes. The approved indication is impetigo, a common skin infection. It is approved for use in adults and children 2 months and older. We are currently selling Xepi® for this indication in the U.S. under an exclusive license and supply agreement (“Xepi LSA”) with Ferrer Internacional S.A. (“Ferrer”) that was acquired by Biofrontera Inc. on March 25, 2019 through our acquisition of Cutanea Life Sciences, Inc. Refer to Note 16, Related Party Transactions Liquidity and Going Concern The Company’s primary sources of liquidity are its existing cash balances and cash flows from equity financing transactions received in 2021. As of March 31, 2022, we had cash and cash equivalents of $ 22.4 24.5 Since we commenced operations in 2015, we have generated significant losses. For the three months ended March 31, 2022 and 2021, we incurred losses from operations of $ 3.1 3.5 2.1 3.4 73.3 The Company’s short-term material cash requirements include working capital needs and satisfaction of contractual commitments including auto leases (see Note 23, Commitments and Contingencies 7.3 million (see Note 3. Acquisition Contract Liabilities 5.6 million (see Note 13. Accrued Expenses and Other Current Liabilities Note 23. Commitments and Contingencies Note 3. Acquisition Contract Liabilities). Additionally, we expect to continue to incur operating losses due to significant discretionary sales and marketing efforts as we seek to expand the commercialization of Ameluz ® ® These factors raise doubt about our ability to continue as a going concern, which we have determined are mitigated by the following plans. Based on current operating plans and financial forecasts, we expect that our current cash and cash equivalents will be sufficient to fund our operations for at least the next twelve months from the date of issuance of our financial statements. However, we expect to have to obtain either equity or debt financing to support our future long-term growth and to mitigate the risk of our operating costs significantly exceeding the amounts currently estimated. If our current operating plans or financial forecasts change, or we are unable to obtain additional financing, we may need to reduce the discretionary spend on promotional expenses, branding, marketing consulting and defer some hiring. While we expect to continue being flexible in our spending over the next twelve months, we do not consider there to be a need to significantly revise our operations currently. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis for Preparation of the Financial Statements The accompanying unaudited interim financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, the unaudited financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2022, the Company’s operating results for the three months ended March 31, 2022 and 2021, and the Company’s cash flows for the three months ended March 31, 2022 and 2021. The accompanying financial information as of December 31, 2021 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 11, 2022. All amounts shown in these financial statements and accompanying notes are in thousands, except percentages and per share and share amounts. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions by management that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities, as reported on the balance sheet date, and the reported amounts of revenues and expenses arising during the reporting period. The main areas in which assumptions, estimates and the exercising of judgment are appropriate relate to, valuation allowances for receivables and inventory, valuation of contingent consideration and warrant liabilities, valuation of intangible and other long-lived assets, product sales allowances and reserves, share-based payments and income taxes including deferred tax assets and liabilities. Estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. They are continuously reviewed but may vary from the actual values. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Acquisition Contract Liabilitie
Acquisition Contract Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Acquisition Contract Liabilities | 3. Acquisition Contract Liabilities On March 25, 2019, we entered into an agreement (as amended, the “Share Purchase Agreement”) with Maruho Co, Ltd. (“Maruho”) to acquire 100 29.9 Pursuant to the Share Purchase Agreement, Maruho agreed to provide $ 7.3 In connection with this acquisition in 2019, we recorded the $ 7.3 1.7 6.5 The contract asset related to the start-up cost financing is amortized on a straight-line basis using a 6.0 57 December 31, 2023 The contingent consideration was recorded at acquisition-date fair value using a Monte Carlo simulation with an assumed discount rate of approximately 6.0 Acquisition contract liabilities, net consist of the following: Schedule of Acquisition Contract Liabilities (in thousands) March 31, 2022 December 31, 2021 Short-term acquisition contract liabilities: Contingent consideration $ - $ - Start-up cost financing 3,600 3,600 Contract asset (358 ) (358 ) Acquisition contract liabilities, net $ 3,242 $ 3,242 Long-term acquisition contract liabilities: Contingent consideration $ 6,200 $ 6,200 Start-up cost financing 3,700 3,700 Contract asset (268 ) (358 ) Acquisition contract liabilities, net $ 9,632 $ 9,542 Total acquisition contract liabilities: Contingent consideration $ 6,200 $ 6,200 Start-up cost financing 7,300 7,300 Contract asset (626 ) (716 ) Acquisition contract liabilities, net $ 12,874 $ 12,784 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy Valuation Inputs (in thousands) Level March 31, December 31, 2021 Liabilities: Contingent Consideration 3 $ 6,200 $ 6,200 Warrant liability- Purchase warrant 3 $ 4,143 $ 12,854 Contingent Consideration Contingent consideration, which relates to the estimated profits from the sale of Cutanea products to be shared equally with Maruho, is reflected at fair value within acquisition contract liabilities, net on the balance sheets. The fair value is based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. The valuation of the contingent consideration utilizes a scenario-based method under which a set of payoffs are calculated using the term of the earnout, projections, and an appropriate metric risk premium. These payoffs are then discounted back from the payment date to the valuation date using a payment discount rate. Finally, the discounted payments are summed together to arrive at the value of the contingent consideration. The scenario-based method incorporates the following key assumptions: (i) the forecasted product profit amounts, (ii) the remaining contractual term, (iii) a metric risk premium, and (iv) a payment discount rate. The Company re-measures contingent consideration and re-assesses the underlying assumptions and estimates at each reporting period. The following table provides a roll forward of the fair value of the contingent consideration: Schedule of Fair Value of Contingent Consideration (in thousands) Balance at December 31, 2020 $ 7,602 Change in fair value of contingent consideration 498 Balance at March 31, 2021 $ 8,100 Balance at December 31, 2021 $ 6,200 Change in fair value of contingent consideration - Balance at March 31, 2022 $ 6,200 Warrant Liability Warrants issued in conjunction with the private placement to an institutional shareholder which closed on December 2, 2021 were accounted for as liabilities in accordance with ASC 815-40. Pre-funded common stock purchase warrants to purchase up to 1,507,143 shares of our common stock at a nominal exercise price (the “Pre-funded Warrants”) were exercised in 2021 and the common stock purchase warrants to purchase up to 2,857,143 shares of our common stock at an exercise price of $ 5.25 per share (the Purchase Warrants”) are presented within warrant liability in the accompanying balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations. The Company utilizes a Black-Scholes option pricing model to estimate the fair value of the Purchase Warrants which is considered a Level 3 fair value measurement. Certain inputs utilized in our Black-Scholes pricing model may fluctuate in future periods based upon factors which are outside of the Company’s control. A significant change in one or more of these inputs used in the calculation of fair value may cause a significant change to the fair value of our warrant liability which could also result in material non-cash gain or loss being reported in our statements of operations. The following table presents the changes in the warrant liability measured at fair value (in thousands): Schedule of Changes in Fair Value Warrant Liabilities (in thousands) Fair value at December 31, 2021 $ 12,854 Change in fair value of warrant liability (8,711 ) Fair value at March 31, 2022 $ 4,143 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. Revenue We generate revenue primarily through the sales of our licensed products Ameluz®, BF-RhodoLED® lamps and Xepi®. Revenue from the sales of our BF-RhodoLED® lamp and Xepi® are relatively insignificant compared with the revenues generated through our sales of Ameluz®. We generated $ 9.6 0.1 0.1 4.5 0.2 Related party revenue relates to an agreement with Biofrontera Bioscience GmbH (“Bioscience”) for BF-RhodoLED® leasing and installation service. Refer to Note 16, Related Party Transactions An analysis of the changes in product revenue allowances and reserves is summarized as follows: Schedule of Revenue Allowance and Accrual Activities (in thousands): Returns Co-pay assistance program Prompt pay discounts Government and payor rebates Total Balance at December 31, 2020 $ 217 $ 52 $ 15 $ 43 $ 327 Provision related to current period sales 1 87 3 23 114 Credit or payments made during the period (120 ) (88 ) (2 ) (25 ) (235 ) Balance at March 31, 2021 $ 98 $ 51 $ 16 $ 41 $ 206 Balance at December 31, 2021 $ 43 $ 101 $ 48 $ 54 $ 246 Provision related to current period sales 3 165 5 45 218 Credit or payments made during the period (5 ) (150 ) (17 ) (52 ) (224 ) Balance at March 31, 2022 $ 41 $ 116 $ 36 $ 47 $ 240 |
Accounts Receivable, net
Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, net | 6. Accounts Receivable, net Accounts receivable are mainly attributable to the sale of Ameluz ® ® The allowance for doubtful accounts was $ 60,000 18,000 |
Other Receivables, Related Part
Other Receivables, Related Party | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Receivables, Related Party | 7. Other Receivables, Related Party The Company has recorded a receivable of $ 11.3 22.5 8.4 2.8 As of May 11, Biofrontera AG has not paid the first reimbursement amount to the Company. We determined that the potential of Biofrontera AG to default on its obligation was less than probable. This is supported by the March 31, 2022 Amended Settlement Allocation Agreement between the Company and Biofrontera AG. The Amended Allocation Agreement provides certain remedies to the Company, if Biofrontera AG fails to make timely reimbursements, which the Company may implement in its sole discretion, including the ability to charge interest at a rate of 6.0 ® s such no reserve for the receivable has been recorded as of March 31, 2022 or December 31, 2021. The remaining $ 0.2 Note 16- Related Party Transactions |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 8. Inventories Inventories are comprised of Ameluz ® ® In assessing the consumption of inventories, the sequence of consumption is assumed to be based on the first-in-first-out (FIFO) method. There was no provision for obsolescence recorded for the three months ended March 31, 2022. We recorded a provision of $ 35,000 for Xepi® inventory obsolescence, for the three months ended March 31, 2021. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: Schedule of Prepaid Expenses and Other Current Assets (in thousands) March 31, 2022 December 31, 2021 Receivable for common stock warrants proceeds $ - $ 3,258 Prepaid expenses 723 $ 824 Security deposits 128 149 Other 522 756 Total $ 1,373 $ 4,987 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 10. Property and Equipment, Net Property and equipment, net consists of the following: Schedule of Property and Equipment (in thousands) March 31, 2022 December 31, 2021 Computer equipment $ 87 $ 85 Computer software 27 27 Furniture & fixtures 81 81 Leasehold improvement 368 368 Machinery & equipment 114 112 Property and equipment, gross 677 673 Less: Accumulated depreciation (432 ) (406 ) Property and equipment, net $ 245 $ 267 Depreciation expense was $ 26,000 33,000 |
Intangible Asset, Net
Intangible Asset, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset, Net | 11. Intangible Asset, Net Intangible asset, net consists of the following: Schedule of Intangible Asset Net (in thousands) March 31, 2022 December 31, 2021 Xepi® license $ 4,600 $ 4,600 Less: Accumulated amortization (1,255 ) (1,150 ) Intangible asset, net $ 3,345 $ 3,450 The Xepi® license intangible asset was recorded at acquisition-date fair value of $ 4.6 million and is amortized on a straight-line basis over the useful life of 11 years. Amortization expense for the three months ended March 31, 2022 and 2021 was $ 0.1 million. We review the Xepi ® |
Statement of Cash Flows Reconci
Statement of Cash Flows Reconciliation | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Statement of Cash Flows Reconciliation | 12. Statement of Cash Flows Reconciliation The following table provides a reconciliation of cash, cash equivalents, and restricted cash that sum to the total shown in the statements of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (in thousands) March 31, 2022 December 31, 2021 Cash and cash equivalents $ 22,428 $ 24,545 Short-term restricted cash 47 47 Long-term restricted cash 150 150 Total cash, cash equivalent, and restricted cash shown on the statements of cash flows $ 22,625 $ 24,742 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 13. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: Schedule of Accrued Expenses and Other Current Liabilities (in thousands) March 31, 2022 December 31, 2021 Legal settlement (See note 23) $ 5,625 $ 5,625 Employee compensation and benefits 1,440 2,384 Professional fees 514 570 Product revenue allowances and reserves 240 246 Other 727 829 Total $ 8,546 $ 9,654 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 14. Other Long-Term Liabilities Other long-term liabilities consist of the following: Schedule of Other Long Term Liabilities (in thousands) March 31, 2022 December 31, 2021 Legal settlement – noncurrent (See note 23) $ 5,625 $ 5,625 Other 27 24 Total $ 5,652 $ 5,649 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes As a result of the net losses we have incurred in each fiscal year since inception, we have recorded no provision for federal income taxes for the three-month periods ended March 31, 2022 and 2021. Income tax expense incurred for the three months ended March 31, 2022 and 2021 relates to state income taxes. At March 31, 2022 and December 31, 2021, the Company had no unrecognized tax benefits. The Company continues to be in a cumulative loss position and as such, is maintaining a full valuation allowance. Interest and penalty charges, if any, related to unrecognized tax benefits would be classified as income tax expense in the accompanying statements of operations. As of March 31, 2022, and December 31, 2021, the Company has no accrued interest related to uncertain tax positions. Since the Company is in a loss carryforward position, it is generally subject to examination by the U.S. federal, state, and local income tax authorities for all tax years in which a loss carryforward is available. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions License and Supply Agreement On October 1, 2016, the Company executed an exclusive license and supply agreement with Biofrontera Pharma GmbH (“Pharma”), which was amended in July 2019 to increase the Ameluz ® 35.0% 50.0% ® 30% 50% Item I. Business - Commercial Partners and Agreements ® ® Purchases of the licensed products during the three months ended March 31, 2022 and 2021 were $ 5.2 3.0 0.3 0.3 Service Agreements In December 2021, we entered into an Amended and Restated Master Contract Services Agreement, or Services Agreement, which provides for the execution of statements of work that will replace the applicable provisions of our previous intercompany services agreement dated January 1, 2016, or 2016 Services Agreement, by and among us, Biofrontera AG, Biofrontera Pharma and Biofrontera Bioscience, enabling us to continue to use the IT resources of Biofrontera AG and its wholly owned subsidiaries (the “Biofrontera Group”) as well as providing access to the Biofrontera Group’s resources with respect to quality management, regulatory affairs and medical affairs. If we deem that the Biofrontera Group should continue to provide these services, we will execute a statement of work under the Services Agreement with respect to such services. We currently have statements of work in place regarding IT, regulatory affairs, medical affairs, pharmacovigilance, and investor relations services, and are continuously assessing the other services historically provided to us by Biofrontera AG to determine 1) if they will be needed, and 2) whether they can or should be obtained from other third-party providers. Expenses related to the service agreement were $ 0.1 million and $ 0.2 million for the three months ended March 31, 2022 and 2021, respectively which were recorded in selling, general and administrative, related party. There were no amounts due to Biofrontera AG related to the service agreement as of March 31, 2022. Amounts due to Biofrontera AG related to the service agreement were $ 0.2 million as of December 31, 2021 which were recorded in accounts payable, related parties in the balance sheets. Clinical Lamp Lease Agreement On August 1, 2018, the Company executed a clinical lamp lease agreement with Biofrontera Bioscience GmbH (“Bioscience”) to provide lamps and associated services. Total revenue related to the clinical lamp lease agreement was approximately $ 15,000 13,000 99,000 92,000 Reimbursements from Maruho Related to Cutanea Acquisition Pursuant to the Cutanea acquisition share purchase agreement, we received start-up cost financing and reimbursements for certain costs. These restructuring costs Maruho agreed to pay are referred to as “SPA costs” under the arrangement and are to be accounted for as other income. Refer to Note 3, Acquisition Contract Liabilities There were no 0.1 56,000 Others The Company receives expense reimbursement from Biofrontera AG and Biofrontera Bioscience on a quarterly basis for costs incurred on behalf of these entities. Total expense reimbursements were $ 0.1 The Company has recorded a receivable of $ 11.3 50% 22.5 6.0% 56,000 11.3 8.5 2.8 |
Restructuring costs
Restructuring costs | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring costs | 17. Restructuring costs We restructured the business of Cutanea and incurred restructuring costs which were subsequently reimbursed by Maruho. Restructuring costs primarily relate to the winding down of Cutanea’s operations. There were no 0.3 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 18. Stockholders’ Equity Under the Company’s amended and restated certificate of incorporation, dated December 21, 2020, the Company is authorized to issue 300,000,000 0.001 20,000,000 0.001 The holders of common stock are entitled to one vote for each share held. Common stockholders are not entitled to receive dividends, unless declared by the Board of Directors. The Company has not declared dividends since inception. In the event of liquidation of the Company, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. The outstanding shares of common stock are fully paid and non-assessable. |
Equity Incentive Plans and Shar
Equity Incentive Plans and Share-Based Payments | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Share-Based Payments | 19. Equity Incentive Plans and Share-Based Payments 2021 Omnibus Incentive Plan In 2021, our Board of Directors adopted, and our shareholders approved the 2021 Omnibus Incentive Plan (“2021 Plan). Under the 2021 Plan, 2,750,000 shares are reserved and authorized for awards and the maximum contractual term is 10 years for stock options issued under the 2021 Plan. Non-qualified stock options During the quarter ended March 31, 2022, the Company granted non-qualified stock options to certain employees to purchase 28,378 2.96 ten years 44,000 three-year The Company recognizes the grant-date fair value of share-based awards granted as compensation expense on a straight-line basis over the requisite service period. The fair value of stock options is estimated at the time of grant using the Black-Scholes option pricing model, which requires the use of inputs and assumptions such as the fair value of the underlying stock, exercise price of the option, expected term, risk-free interest rate, expected volatility and dividend yield. The Company elects to account for forfeitures as they occur. The fair value of each option grant was estimated on the grant date of March 2, 2022, using the Black-Scholes option pricing model with the following assumptions: fair value of the underlying unit of $ 2.96 55.0% 1.79% 6 0 Share-based compensation expense of approximately $ 0.1 no Options outstanding and exercisable under the employee share option plan as of March 31, 2022 and a summary of option activity during the three months then ended is presented below. Schedule of Stock Unit Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (in 000’s) Outstanding at December 31, 2021 613,614 $ 4.77 9.94 1,687 Granted 28,378 $ 2.96 Exercised - $ - Canceled or forfeited (38,096 ) $ 4.77 Outstanding at March 31, 2022 603,896 $ 4.68 9.53 $ 10 Exercisable at March 31, 2022 - $ - - $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money at March 31, 2022. As of March 31, 2022, there was $ 1.3 2.70 Share-Based Compensation (RSUs) There were no 170,068 The RSUs had a grant-date fair value of $ 0.8 0.4 no As of March 31, 2022, there was $ 0.3 0.19 |
Interest Expense, net
Interest Expense, net | 3 Months Ended |
Mar. 31, 2022 | |
Interest Expense, net | 20. Interest Expense, net Interest expense, net consists of the following: Schedule of Interest Expense (in thousands) 2022 2021 Three Months Ended March 31, (in thousands) 2022 2021 Interest expense (4 ) - Contract asset interest expense (89 ) (89 ) Interest income 60 5 Interest expense, net $ (33 ) $ (84 ) Contract asset interest expense relates to the $ 1.7 7.3 6% December 31, 2023 |
Other Income, net
Other Income, net | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income, net | 21. Other Income, net Other income, net consists of the following: Schedule of Other Income, Net (in thousands) 2022 2021 Three Months Ended March 31, (in thousands) 2022 2021 Reimbursed SPA costs $ - $ 98 Other, net 23 (19 ) Other income, net $ 23 $ 79 Other, net, primarily includes gain (loss) on foreign currency transactions and gain on termination of operating leases. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2022 | |
Income (loss) per common share: | |
Net Loss per Share | 22. Net Loss per Share Basic net earnings per common share are calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share are calculated by dividing net income by the diluted weighted average number of common shares outstanding during the period. The diluted shares include the dilutive effect of stock-based awards based on the treasury stock method. Basic and diluted net income (loss) per share attributable to common stockholders is calculated as follows: Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders 2022 2021 Three Months Ended March 31, (only dollars are in thousands) 2022 2021 Net income (loss) $ 5,561 $ (3,534 ) Shares Basic weighted average common shares outstanding 17,104,749 8,000,000 Add: Effect of dilutive securities Stock options and restricted stock units 28,469 - Diluted weighted average common shares outstanding 17,133,218 8,000,000 Net earnings (loss) per share: Basic $ 0.33 $ (0.44 ) Diluted $ 0.32 $ (0.44 ) The following table sets forth the potential common shares that were not included in the diluted per share calculations for the three months ended March 31, 2022 because the exercise price was greater than their average market value and they would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share March 31, 2022 2021 Common stock warrants 4,349,537 4,349,537 Common stock options 575,518 613,614 Restricted Stock Units - 170,068 Total anti-dilutive securities - 170,068 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 23. Commitments and Contingencies Facility Leases The Company leases its corporate headquarters under an operating lease that expires in November 2025. The Company provided the landlord with a security deposit in the amount of $ 0.1 Rent expense is recorded on a straight-line basis through the end of the lease term. The Company incurred rent expense, in the amount of $ 0.1 0.2 Auto Leases The Company also leases autos for its field sales force with a lease payment term of 40 0.1 The minimum aggregate payments of all future lease commitments as of March 31, 2022, are as follows: (in thousands) Schedule of Future Commitments and Sublease Income Years ending December 31, Future lease commitments Remainder of 2022 $ 665 2023 522 2024 473 2025 352 Thereafter - Total $ 2,012 Cutanea earnout payments We are obligated to repay to Maruho $ 3.6 3.7 We are also obligated to share product profits with Maruho equally from January 1, 2020 through October 30, 2030. Refer to Note 3, Acquisition Contract Liabilities Milestone payments with Ferrer Internacional S.A. Under the Xepi LSA, we are obligated to make payments to Ferrer upon the occurrence of certain milestones. Specifically, we must pay Ferrer i) $ 2,000,000 25,000,000 4,000,000 50,000,000 Legal proceedings At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of FASB ASC Topic 450, Contingencies We are not presently a party to any pending legal proceedings. On November 29, 2021, the Company entered into a settlement and release agreement with respect to a lawsuit filed March 23, 2018 22.5 11.25 aggregate settlement amount, plus interest accrued at a rate equal to the weekly average one-year constant maturity Treasury yield and agreed to pay in three annual installments. 11.3 5.6 While Biofrontera AG has agreed to pay a portion of the settlement, both parties remain jointly and severally liable for the full settlement amount, meaning that in the event Biofrontera AG does not pay all or a portion of the amount it owes under the agreement, the claimant could compel the Company to pay Biofrontera AG’s share. If either the Company or Biofrontera AG violates the terms of the settlement agreement, this could nullify the settlement and the Company may lose the benefits of the settlement and be liable for a greater amount. As of March 31, 2021, we have recorded a legal settlement liability in the amount of $ 11.3 million for the remaining payments due and a related receivable from related party of $ 11.3 million, in accordance with the Settlement Allocation Agreement entered into on December 9, 2021, which provided that the settlement payments would first be made by the Company and then reimbursed by Biofrontera AG for its share. |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 24. Retirement Plan The Company has a defined-contribution plan under Section 401(k) of Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company matches 50% of employee contributions up to a maximum of 6% of employees’ salary For the three months ended March 31, 2022 and 2021, matching contribution costs paid by the Company were $ 64,000 61,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent Events We have completed an evaluation of subsequent events after the balance sheet date of March 31, 2022 through the date this Quarterly Report on Form 10-Q was submitted to the SEC. We have concluded that no subsequent events have occurred that require recognition in the financial statements or disclosure in the notes to the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis for Preparation of the Financial Statements | Basis for Preparation of the Financial Statements The accompanying unaudited interim financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the Company’s opinion, the unaudited financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2022, the Company’s operating results for the three months ended March 31, 2022 and 2021, and the Company’s cash flows for the three months ended March 31, 2022 and 2021. The accompanying financial information as of December 31, 2021 is derived from audited financial statements. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 11, 2022. All amounts shown in these financial statements and accompanying notes are in thousands, except percentages and per share and share amounts. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies |
Use of Estimates | Use of Estimates The preparation of the financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions by management that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities, as reported on the balance sheet date, and the reported amounts of revenues and expenses arising during the reporting period. The main areas in which assumptions, estimates and the exercising of judgment are appropriate relate to, valuation allowances for receivables and inventory, valuation of contingent consideration and warrant liabilities, valuation of intangible and other long-lived assets, product sales allowances and reserves, share-based payments and income taxes including deferred tax assets and liabilities. Estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. They are continuously reviewed but may vary from the actual values. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Acquisition Contract Liabilit_2
Acquisition Contract Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Acquisition Contract Liabilities | Acquisition contract liabilities, net consist of the following: Schedule of Acquisition Contract Liabilities (in thousands) March 31, 2022 December 31, 2021 Short-term acquisition contract liabilities: Contingent consideration $ - $ - Start-up cost financing 3,600 3,600 Contract asset (358 ) (358 ) Acquisition contract liabilities, net $ 3,242 $ 3,242 Long-term acquisition contract liabilities: Contingent consideration $ 6,200 $ 6,200 Start-up cost financing 3,700 3,700 Contract asset (268 ) (358 ) Acquisition contract liabilities, net $ 9,632 $ 9,542 Total acquisition contract liabilities: Contingent consideration $ 6,200 $ 6,200 Start-up cost financing 7,300 7,300 Contract asset (626 ) (716 ) Acquisition contract liabilities, net $ 12,874 $ 12,784 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy Valuation Inputs | Schedule of Fair Value Hierarchy Valuation Inputs (in thousands) Level March 31, December 31, 2021 Liabilities: Contingent Consideration 3 $ 6,200 $ 6,200 Warrant liability- Purchase warrant 3 $ 4,143 $ 12,854 |
Schedule of Fair Value of Contingent Consideration | The following table provides a roll forward of the fair value of the contingent consideration: Schedule of Fair Value of Contingent Consideration (in thousands) Balance at December 31, 2020 $ 7,602 Change in fair value of contingent consideration 498 Balance at March 31, 2021 $ 8,100 Balance at December 31, 2021 $ 6,200 Change in fair value of contingent consideration - Balance at March 31, 2022 $ 6,200 |
Schedule of Changes in Fair Value Warrant Liabilities | The following table presents the changes in the warrant liability measured at fair value (in thousands): Schedule of Changes in Fair Value Warrant Liabilities (in thousands) Fair value at December 31, 2021 $ 12,854 Change in fair value of warrant liability (8,711 ) Fair value at March 31, 2022 $ 4,143 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Allowance and Accrual Activities | An analysis of the changes in product revenue allowances and reserves is summarized as follows: Schedule of Revenue Allowance and Accrual Activities (in thousands): Returns Co-pay assistance program Prompt pay discounts Government and payor rebates Total Balance at December 31, 2020 $ 217 $ 52 $ 15 $ 43 $ 327 Provision related to current period sales 1 87 3 23 114 Credit or payments made during the period (120 ) (88 ) (2 ) (25 ) (235 ) Balance at March 31, 2021 $ 98 $ 51 $ 16 $ 41 $ 206 Balance at December 31, 2021 $ 43 $ 101 $ 48 $ 54 $ 246 Provision related to current period sales 3 165 5 45 218 Credit or payments made during the period (5 ) (150 ) (17 ) (52 ) (224 ) Balance at March 31, 2022 $ 41 $ 116 $ 36 $ 47 $ 240 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: Schedule of Prepaid Expenses and Other Current Assets (in thousands) March 31, 2022 December 31, 2021 Receivable for common stock warrants proceeds $ - $ 3,258 Prepaid expenses 723 $ 824 Security deposits 128 149 Other 522 756 Total $ 1,373 $ 4,987 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following: Schedule of Property and Equipment (in thousands) March 31, 2022 December 31, 2021 Computer equipment $ 87 $ 85 Computer software 27 27 Furniture & fixtures 81 81 Leasehold improvement 368 368 Machinery & equipment 114 112 Property and equipment, gross 677 673 Less: Accumulated depreciation (432 ) (406 ) Property and equipment, net $ 245 $ 267 |
Intangible Asset, Net (Tables)
Intangible Asset, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Asset Net | Intangible asset, net consists of the following: Schedule of Intangible Asset Net (in thousands) March 31, 2022 December 31, 2021 Xepi® license $ 4,600 $ 4,600 Less: Accumulated amortization (1,255 ) (1,150 ) Intangible asset, net $ 3,345 $ 3,450 |
Statement of Cash Flows Recon_2
Statement of Cash Flows Reconciliation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash that sum to the total shown in the statements of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (in thousands) March 31, 2022 December 31, 2021 Cash and cash equivalents $ 22,428 $ 24,545 Short-term restricted cash 47 47 Long-term restricted cash 150 150 Total cash, cash equivalent, and restricted cash shown on the statements of cash flows $ 22,625 $ 24,742 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: Schedule of Accrued Expenses and Other Current Liabilities (in thousands) March 31, 2022 December 31, 2021 Legal settlement (See note 23) $ 5,625 $ 5,625 Employee compensation and benefits 1,440 2,384 Professional fees 514 570 Product revenue allowances and reserves 240 246 Other 727 829 Total $ 8,546 $ 9,654 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long Term Liabilities | Other long-term liabilities consist of the following: Schedule of Other Long Term Liabilities (in thousands) March 31, 2022 December 31, 2021 Legal settlement – noncurrent (See note 23) $ 5,625 $ 5,625 Other 27 24 Total $ 5,652 $ 5,649 |
Equity Incentive Plans and Sh_2
Equity Incentive Plans and Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Unit Activity | Options outstanding and exercisable under the employee share option plan as of March 31, 2022 and a summary of option activity during the three months then ended is presented below. Schedule of Stock Unit Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (in 000’s) Outstanding at December 31, 2021 613,614 $ 4.77 9.94 1,687 Granted 28,378 $ 2.96 Exercised - $ - Canceled or forfeited (38,096 ) $ 4.77 Outstanding at March 31, 2022 603,896 $ 4.68 9.53 $ 10 Exercisable at March 31, 2022 - $ - - $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money at March 31, 2022. |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Interest Expense | Interest expense, net consists of the following: Schedule of Interest Expense (in thousands) 2022 2021 Three Months Ended March 31, (in thousands) 2022 2021 Interest expense (4 ) - Contract asset interest expense (89 ) (89 ) Interest income 60 5 Interest expense, net $ (33 ) $ (84 ) |
Other Income, net (Tables)
Other Income, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income, net consists of the following: Schedule of Other Income, Net (in thousands) 2022 2021 Three Months Ended March 31, (in thousands) 2022 2021 Reimbursed SPA costs $ - $ 98 Other, net 23 (19 ) Other income, net $ 23 $ 79 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income (loss) per common share: | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net income (loss) per share attributable to common stockholders is calculated as follows: Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders 2022 2021 Three Months Ended March 31, (only dollars are in thousands) 2022 2021 Net income (loss) $ 5,561 $ (3,534 ) Shares Basic weighted average common shares outstanding 17,104,749 8,000,000 Add: Effect of dilutive securities Stock options and restricted stock units 28,469 - Diluted weighted average common shares outstanding 17,133,218 8,000,000 Net earnings (loss) per share: Basic $ 0.33 $ (0.44 ) Diluted $ 0.32 $ (0.44 ) |
Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share | Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share March 31, 2022 2021 Common stock warrants 4,349,537 4,349,537 Common stock options 575,518 613,614 Restricted Stock Units - 170,068 Total anti-dilutive securities - 170,068 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Commitments and Sublease Income | The minimum aggregate payments of all future lease commitments as of March 31, 2022, are as follows: (in thousands) Schedule of Future Commitments and Sublease Income Years ending December 31, Future lease commitments Remainder of 2022 $ 665 2023 522 2024 473 2025 352 Thereafter - Total $ 2,012 |
Business Overview (Details Narr
Business Overview (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents, at carrying value | $ 22,428 | $ 24,545 | |
Loss from operations | 3,110 | $ 3,528 | |
Net operating activities | 2,112 | $ 3,443 | |
Accumulated deficit | 73,318 | $ 78,879 | |
[custom:WorkingCapitalPayments-0] | 7,300 | ||
Accrued Liabilities and Other Liabilities | $ 5,600 |
Schedule of Acquisition Contrac
Schedule of Acquisition Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Asset Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | $ 6,200 | $ 6,200 |
Start-up cost financing | 7,300 | 7,300 |
Contract asset | (626) | (716) |
Acquisition contract liabilities, net | 12,874 | 12,784 |
Short-Term Debt [Member] | ||
Asset Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | ||
Start-up cost financing | 3,600 | 3,600 |
Contract asset | (358) | (358) |
Acquisition contract liabilities, net | 3,242 | 3,242 |
Long-Term Debt [Member] | ||
Asset Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | 6,200 | 6,200 |
Start-up cost financing | 3,700 | 3,700 |
Contract asset | (268) | (358) |
Acquisition contract liabilities, net | $ 9,632 | $ 9,542 |
Acquisition Contract Liabilit_3
Acquisition Contract Liabilities (Details Narrative) $ in Millions | Mar. 25, 2019USD ($) |
Monte Carlo Simulation Model [Member] | Measurement Input, Discount Rate [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Derivative liability measuremnet input | 0.060 |
Cutanea Life Sciences Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Equity interest in acquiree, percentage | 100.00% |
Biofrontera AG [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Equity interest in acquiree, percentage | 29.90% |
Maruho Co Ltd [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Sale of equity estimated profits contingent consideration | $ 6.5 |
Start-up cost financing interest rate | 6.00% |
Start-up cost financing term | 57 months |
Start-up cost financing maturity date | Dec. 31, 2023 |
Maruho Co Ltd [Member] | Share Purchase Agreement [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Start-up cost financing | $ 7.3 |
Xepi [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Start-up cost financing | 7.3 |
Non-interest bearing start-up cost financing | $ 1.7 |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy Valuation Inputs (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability - Purchase warrant | $ 4,143 | $ 12,854 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent Consideration | 6,200 | 6,200 |
Warrant liability - Purchase warrant | $ 4,143 | $ 12,854 |
Schedule of Fair Value of Conti
Schedule of Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance, fair value of contingent consideration | $ 6,200 | $ 7,602 |
Fair Value of Contingent Consideration | 498 | |
Ending balance, fair value of contingent consideration | $ 6,200 | $ 8,100 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair value at December 31, 2021 | $ 12,854 | |
Change in fair value of warrant liability | (8,711) | |
Fair value at March 31, 2022 | $ 4,143 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | Mar. 31, 2022$ / sharesshares |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.25 |
Pre Funded Warrant [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,507,143 |
Purchase Warrant [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,857,143 |
Schedule of Revenue Allowance a
Schedule of Revenue Allowance and Accrual Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | $ 246 | $ 327 |
Provision related to current period sales | 218 | 114 |
Credit or payments made during the period | (224) | (235) |
Balance at March 31, 2022 | 240 | 206 |
Returns [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | 43 | 217 |
Provision related to current period sales | 3 | 1 |
Credit or payments made during the period | (5) | (120) |
Balance at March 31, 2022 | 41 | 98 |
CoPay Assistance Program [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | 101 | 52 |
Provision related to current period sales | 165 | 87 |
Credit or payments made during the period | (150) | (88) |
Balance at March 31, 2022 | 116 | 51 |
Prompt Pay Discounts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | 48 | 15 |
Provision related to current period sales | 5 | 3 |
Credit or payments made during the period | (17) | (2) |
Balance at March 31, 2022 | 36 | 16 |
Government and Payor Rebates [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Balance at December 31, 2021 | 54 | 43 |
Provision related to current period sales | 45 | 23 |
Credit or payments made during the period | (52) | (25) |
Balance at March 31, 2022 | $ 47 | $ 41 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 9,751 | $ 4,744 |
Ameluz [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer excluding assessed tax | 9,600 | 4,500 |
Xepi [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer excluding assessed tax | 100 | |
BFRhodo LED [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer excluding assessed tax | $ 100 | $ 200 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 60,000 | $ 18,000 |
Other Receivables, Related Pa_2
Other Receivables, Related Party (Details Narrative) - USD ($) $ in Thousands | Nov. 29, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 09, 2021 |
Loss Contingencies [Line Items] | ||||
Loss contingency receivable | $ 11,300 | |||
Litigation settlement expense | $ 22,500 | |||
Other receivables, related party | 8,686 | $ 8,647 | ||
Other receivables long term, related party | $ 2,813 | $ 2,813 | ||
Debt instrument interest rate | 6.00% | |||
Other receivables | $ 200 | |||
Biofrontera AG [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency receivable | 11,300 | 11,300 | ||
Litigation settlement expense | $ 22,500 | 22,500 | ||
Other receivables, related party | 8,500 | $ 8,400 | ||
Other receivables long term, related party | $ 2,800 | |||
Debt instrument interest rate | 6.00% |
Inventories (Details Narrative)
Inventories (Details Narrative) | Mar. 31, 2021USD ($) |
Xepi [Member] | |
Inventory Valuation Reserves | $ 35,000 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Receivable for common stock warrants proceeds | $ 3,258 | |
Prepaid expenses | 723 | 824 |
Security deposits | 128 | 149 |
Other | 522 | 756 |
Total | $ 1,373 | $ 4,987 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 677 | $ 673 |
Less: Accumulated depreciation | (432) | (406) |
Property and equipment, net | 245 | 267 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 87 | 85 |
Computer Software, Intangible Asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 27 | 27 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 81 | 81 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 368 | 368 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 114 | $ 112 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 26,000 | $ 33,000 |
Schedule of Intangible Asset Ne
Schedule of Intangible Asset Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Xepi® license | $ 4,600 | $ 4,600 |
Less: Accumulated amortization | (1,255) | (1,150) |
Intangible asset, net | $ 3,345 | $ 3,450 |
Intangible Asset, Net (Details
Intangible Asset, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Finite-Lived License Agreements, Gross | $ 4,600 | $ 4,600 | |
Finite-Lived Intangible Asset, Useful Life | 11 years | ||
Amortization of Intangible Assets | $ 105 | $ 105 | |
Selling, General and Administrative Expenses [Member] | |||
Goodwill [Line Items] | |||
Amortization of Intangible Assets | $ 100 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Supplemental Cash Flow Elements [Abstract] | ||
Cash and cash equivalents | $ 22,428 | $ 24,545 |
Short-term restricted cash | 47 | 47 |
Long-term restricted cash | 150 | 150 |
Total cash, cash equivalent, and restricted cash shown on the statements of cash flows | $ 22,625 | $ 24,742 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Legal settlement (See note 23) | $ 5,625 | $ 5,625 |
Employee compensation and benefits | 1,440 | 2,384 |
Professional fees | 514 | 570 |
Product revenue allowances and reserves | 240 | 246 |
Other | 727 | 829 |
Total | $ 8,546 | $ 9,654 |
Schedule of Other Long Term Lia
Schedule of Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Legal settlement – noncurrent (See note 23) | $ 5,625 | $ 5,625 |
Other | 27 | 24 |
Total | $ 5,652 | $ 5,649 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 29, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 09, 2021 | Oct. 08, 2021 | Jul. 15, 2016 |
Related Party Transaction [Line Items] | |||||||
Expense reimbursements | $ 0 | $ 100,000 | |||||
Loss contingency, receivable | $ 11,300,000 | ||||||
Legal settlements receivable percentage | 50.00% | ||||||
Litigation settlement, expense | $ 22,500,000 | ||||||
Debt instrument interest rate percentage | 6.00% | ||||||
Accounts receivable, related parties, current | $ 8,686,000 | $ 8,647,000 | |||||
Accounts receivable, related parties, noncurrent | 2,813,000 | 2,813,000 | |||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party costs | 5,200,000 | 3,000,000 | |||||
Accounts payable related parties | 300,000 | 300,000 | |||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transfer price per unit increment percentage | 35.00% | ||||||
Biofrontera Pharma GmbH [Member] | License and Supply Agreement [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transfer price per unit increment percentage | 50.00% | ||||||
Biofrontera Pharma for Ameluz [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Purchase price per unit percentage | 30.00% | ||||||
Biofrontera Pharma for Ameluz [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Purchase price per unit percentage | 50.00% | ||||||
Biofrontera AG [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts receivable, related parties | 11,300,000 | ||||||
Loss contingency, receivable | 11,300,000 | 11,300,000 | |||||
Litigation settlement, expense | $ 22,500,000 | $ 22,500,000 | |||||
Debt instrument interest rate percentage | 6.00% | ||||||
Accrued interest | $ 56,000 | ||||||
Accounts receivable, related parties, current | 8,500,000 | $ 8,400,000 | |||||
Accounts receivable, related parties, noncurrent | 2,800,000 | ||||||
Biofrontera AG [Member] | 2021 Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 100,000 | 200,000 | |||||
Biofrontera AG [Member] | Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts payable related parties | 200,000 | ||||||
Bioscience [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Expense reimbursements | 100,000 | 100,000 | |||||
Bioscience [Member] | Clinica Lamp Lease Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | 15,000 | $ 13,000 | |||||
Accounts receivable, related parties | 99,000 | 92,000 | |||||
Maruho Co Ltd [Member] | Cutanea Acquisition Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts receivable, related parties | $ 56,000 | $ 56,000 |
Restructuring costs (Details Na
Restructuring costs (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring Costs | $ 0 | $ 0.3 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2020 |
Equity [Abstract] | |||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Schedule of Stock Unit Activity
Schedule of Stock Unit Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Shares Outstanding, Beginning Balance | shares | 613,614 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.77 |
Weighted Average Remaining Contractual Life (in Years), Beginning Balance | 9 years 11 months 8 days |
Total Intrinsic Value, Beginning Balance | $ | $ 1,687 |
Number of Shares Outstanding, Granted | shares | 28,378 |
Weighted Average Exercise Price, Granted | $ / shares | $ 2.96 |
Number of Shares Outstanding, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Shares Outstanding, Canceled or expired | shares | (38,096) |
Weighted Average Exercise Price, Canceled or expired | $ / shares | $ 4.77 |
Number of Shares Outstanding, Ending Balance | shares | 603,896 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 4.68 |
Weighted Average Remaining Contractual Life (in Years), Ending Balance | 9 years 6 months 10 days |
Total Intrinsic Value, Ending Balance | $ | $ 10 |
Number of Shares Exercisable, Ending Balance | shares | |
Weighted Average Exercise Price Options Exercisable, Ending Balance | $ / shares | |
Total Intrinsic Value Exercisable, Ending Balance | $ |
Equity Incentive Plans and Sh_3
Equity Incentive Plans and Share-Based Payments (Details Narrative) - USD ($) | Mar. 02, 2022 | Mar. 02, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of stock options granted | 28,378,000 | ||||
Granted options exercise price | $ 2.96 | ||||
Fair value of options grant | $ 2.96 | $ 2.96 | |||
Expected Volatility | 55.00% | ||||
Risk free rate | 1.79% | ||||
Expected term | 6 years | ||||
Expected dividend yield | 0.00% | ||||
Unrecognized compensation cost | $ 1,300,000 | ||||
Compensation cost recognized, weighted average period | 2 years 8 months 12 days | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period | 0 | 170,068 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Grant date fair value of share based compensation awarded during the period | $ 800,000 | ||||
Unrecognized compensation cost | $ 300,000 | ||||
Compensation cost recognized, weighted average period | 2 months 8 days | ||||
Selling, General and Administrative Expenses [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation expenses | $ 100,000 | $ 0 | |||
Selling, General and Administrative Expenses [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation expenses | $ 400,000 | $ 0 | |||
Omnibus Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 2,750,000 | ||||
Contractual term | 10 years | ||||
Omnibus Incentive Plan [Member] | Non-qualified Stock Options [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Contractual term | ten years | ||||
Number of stock options granted | 28,378 | ||||
Granted options exercise price | $ 2.96 | ||||
Grant date fair value of share based compensation awarded during the period | $ 44,000 | $ 44,000 | |||
Vesting period | 3 years |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Interest expense | $ (4) | |
Contract asset interest expense | (89) | (89) |
Interest income | 60 | 5 |
Interest expense, net | $ (33) | $ (84) |
Interest Expense, net (Details
Interest Expense, net (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Contract asset | $ (626) | $ (716) |
Startup cost financing | $ 7,300 | $ 7,300 |
Debt interest rate | 6.00% | |
Maruho Co Ltd [Member] | Cutanea Acquisition Agreement [Member] | ||
Contract asset | $ 1,700 | |
Startup cost financing | $ 7,300 | |
Debt interest rate | 6.00% | |
Debt maturity date | Dec. 31, 2023 |
Schedule of Other Income, Net (
Schedule of Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Reimbursed SPA costs | $ 98 | |
Other, net | 23 | (19) |
Other income, net | $ 23 | $ 79 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income (loss) per common share: | ||
Net income (loss) | $ 5,561 | $ (3,534) |
Shares | ||
Basic weighted average common shares outstanding | 17,104,749 | 8,000,000 |
Stock options and restricted stock units | 28,469 | |
Diluted weighted average common shares outstanding | 17,133,218 | 8,000,000 |
Net earnings (loss) per share: | ||
Basic | $ 0.33 | $ (0.44) |
Diluted | $ 0.32 | $ (0.44) |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 170,068 | |
Common Stock Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 4,349,537 | 4,349,537 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 575,518 | 613,614 |
Schedule of Future Commitments
Schedule of Future Commitments and Sublease Income (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 665 |
2023 | 522 |
2024 | 473 |
2025 | 352 |
Thereafter | |
Total | $ 2,012 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 29, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Loss Contingencies [Line Items] | |||
Settlement agreement term description | the Company entered into a settlement and release agreement with respect to a lawsuit filed March 23, 2018 | aggregate settlement amount, plus interest accrued at a rate equal to the weekly average one-year constant maturity Treasury yield and agreed to pay in three annual installments. | |
Litigation settlement, expense | $ 22,500,000 | ||
Settlement amount | 11,250,000 | ||
Legal settlement liability | $ 11,300,000 | ||
Loss Contingency, Receivable | 11,300,000 | ||
First Installment [Member] | |||
Loss Contingencies [Line Items] | |||
Settlement amount | 11,300,000 | ||
Xepi LSA [Member] | |||
Loss Contingencies [Line Items] | |||
Annual net sales | 2,000,000 | $ 4,000,000 | |
Xepi LSA [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Revenues | 25,000,000 | 50,000,000 | |
Maruho Co Ltd [Member] | December 31, 2022 [Member] | |||
Loss Contingencies [Line Items] | |||
Repayments of related party debt | 3,600,000 | ||
Maruho Co Ltd [Member] | December 31, 2023 [Member] | |||
Loss Contingencies [Line Items] | |||
Repayments of related party debt | 3,700,000 | ||
Biofrontera AG [Member] | First Installment [Member] | |||
Loss Contingencies [Line Items] | |||
Settlement amount | $ 5,600,000 | ||
Facility Leases [Member] | |||
Loss Contingencies [Line Items] | |||
Security deposit | 100,000 | ||
Rent expense | $ 100,000 | 200,000 | |
Auto Leases [Member] | |||
Loss Contingencies [Line Items] | |||
Lease payment term | 40 months | ||
Lease expense | $ 100,000 | $ 100,000 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employee contributions description | The Company matches 50% of employee contributions up to a maximum of 6% of employees’ salary | |
Contribution cost | $ 64,000 | $ 61,000 |