Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 Presidential 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 | 1,367,628 | |
Entity Information, Former Legal or Registered Name | Not Applicable | |
Common Stock [Member] | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | BFRI | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | BFRIW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 4,453 | $ 17,208 |
Investment, related party | 5,900 | 10,500 |
Accounts receivable, net | 2,193 | 3,748 |
Inventories, net | 14,785 | 7,168 |
Prepaid expenses and other current assets | 929 | 810 |
Total current assets | 32,296 | 43,140 |
Property and equipment, net | 175 | 204 |
Operating lease right-of-use assets | 1,107 | 1,375 |
Intangible asset, net | 2,823 | 3,032 |
Other assets | 504 | 320 |
Total assets | 36,905 | 50,884 |
Current liabilities: | ||
Accounts payable | 1,243 | 1,278 |
Accounts payable, related parties | 4,657 | 1,312 |
Acquisition contract liabilities, net | 7,121 | 6,942 |
Operating lease liabilities | 489 | 498 |
Accrued expenses and other current liabilities | 10,736 | 10,864 |
Line of credit | 1,106 | |
Total current liabilities | 25,352 | 20,894 |
Long-term liabilities: | ||
Acquisition contract liabilities, net | 2,300 | 2,400 |
Warrant liabilities | 1,440 | 2,843 |
Operating lease liabilities, non-current | 600 | 848 |
Other liabilities | 40 | 21 |
Total liabilities | 29,732 | 27,006 |
Commitments and contingencies (Note 18) | ||
Stockholders’ equity: | ||
Preferred Stock, $0.001 par value, 20,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2023 and December 31, 2022 | ||
Common Stock, $0.001 par value, 15,000,000 shares authorized; 1,367,628 and 1,359,040 shares issued and outstanding as of June 30, 2023 and December 31, 2022 | 27 | 27 |
Additional paid-in capital | 103,980 | 103,370 |
Accumulated deficit | (96,834) | (79,519) |
Total stockholders’ equity | 7,173 | 23,878 |
Total liabilities and stockholders’ equity | 36,905 | 50,884 |
Related Party [Member] | ||
Current assets: | ||
Investment, related party | 5,935 | 10,548 |
Other receivables, related party | 4,001 | 3,658 |
Other receivables long term, related party | $ 2,813 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 15,000,000 | 15,000,000 |
Common stock, shares issued | 1,367,628 | 1,359,040 |
Common stock, shares outstanding | 1,367,628 | 1,359,040 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Product revenues, net | $ 5,830 | $ 4,441 | $ 14,544 | $ 14,177 |
Revenues, related party | 18 | 16 | 36 | 31 |
Total revenues, net | 5,848 | 4,457 | 14,580 | 14,208 |
Operating expenses | ||||
Cost of revenues, related party | 2,772 | 2,402 | 7,319 | 7,377 |
Cost of revenues, other | 116 | 152 | 167 | 327 |
Selling, general and administrative | 11,456 | 9,669 | 21,254 | 17,285 |
Selling, general and administrative, related party | 92 | 346 | 119 | 441 |
Research and development | 11 | 11 | ||
Change in fair value of contingent consideration | 100 | (1,900) | (100) | (1,900) |
Total operating expenses | 14,547 | 10,669 | 28,770 | 23,530 |
Loss from operations | (8,699) | (6,212) | (14,190) | (9,322) |
Other income (expense) | ||||
Change in fair value of warrants | 375 | 5,371 | 1,403 | 14,082 |
Change in fair value of investment, related party | (1,482) | (4,424) | ||
Interest expense, net | (79) | (38) | (114) | (71) |
Other income, net | 62 | 29 | 30 | 52 |
Total other income (expense) | (1,124) | 5,362 | (3,105) | 14,063 |
Income (loss) before income taxes | (9,823) | (850) | (17,295) | 4,741 |
Income tax expense | 14 | 20 | 30 | |
Net income (loss) | $ (9,837) | $ (850) | $ (17,315) | $ 4,711 |
Income (loss) per common share: | ||||
Basic | $ (7.23) | $ (0.90) | $ (12.73) | $ 5.24 |
Diluted | $ (7.23) | $ (0.90) | $ (12.73) | $ 5.22 |
Weighted-average common shares outstanding: | ||||
Basic | 1,360,739 | 941,175 | 1,359,894 | 898,444 |
Diluted | 1,360,739 | 941,175 | 1,359,894 | 902,209 |
Condensed Consolidated Statem_2
Condensed Consolidated 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, 2021 | $ 17 | $ 90,200 | $ (78,879) | $ 11,338 |
Beginning balance, shares at Dec. 31, 2021 | 855,238 | |||
Issuance of shares for vested restricted stock units | ||||
Issuance of shares for vested restricted stock units, shares | 2,835 | |||
Stock based compensation | 1,068 | 1,068 | ||
Net income (loss) | 4,711 | 4,711 | ||
Issuance of common stock and warrants under private placement, net of issuance costs | $ 2 | 114 | 116 | |
Issuance of common stock and warrants under private placement, net of issuance costs, shares | 92,500 | |||
Ending balance, value at Jun. 30, 2022 | $ 19 | 91,382 | (74,168) | 17,233 |
Ending balance, shares at Jun. 30, 2022 | 950,573 | |||
Beginning balance, value at Mar. 31, 2022 | $ 17 | 90,717 | (73,318) | 17,416 |
Beginning balance, shares at Mar. 31, 2022 | 855,238 | |||
Issuance of shares for vested restricted stock units | ||||
Issuance of shares for vested restricted stock units, shares | 2,835 | |||
Stock based compensation | 551 | 551 | ||
Net income (loss) | (850) | (850) | ||
Issuance of common stock and warrants under private placement, net of issuance costs | $ 2 | 114 | 116 | |
Issuance of common stock and warrants under private placement, net of issuance costs, shares | 92,500 | |||
Ending balance, value at Jun. 30, 2022 | $ 19 | 91,382 | (74,168) | 17,233 |
Ending balance, shares at Jun. 30, 2022 | 950,573 | |||
Beginning balance, value at Dec. 31, 2022 | $ 27 | 103,370 | (79,519) | 23,878 |
Beginning balance, shares at Dec. 31, 2022 | 1,359,040 | |||
Issuance of shares for vested restricted stock units | ||||
Issuance of shares for vested restricted stock units, shares | 8,588 | |||
Stock based compensation | 610 | 610 | ||
Net income (loss) | (17,315) | (17,315) | ||
Ending balance, value at Jun. 30, 2023 | $ 27 | 103,980 | (96,834) | 7,173 |
Ending balance, shares at Jun. 30, 2023 | 1,367,628 | |||
Beginning balance, value at Mar. 31, 2023 | $ 27 | 103,721 | (86,997) | 16,751 |
Beginning balance, shares at Mar. 31, 2023 | 1,359,040 | |||
Issuance of shares for vested restricted stock units | ||||
Issuance of shares for vested restricted stock units, shares | 8,588 | |||
Stock based compensation | 259 | 259 | ||
Net income (loss) | (9,837) | (9,837) | ||
Ending balance, value at Jun. 30, 2023 | $ 27 | $ 103,980 | $ (96,834) | $ 7,173 |
Ending balance, shares at Jun. 30, 2023 | 1,367,628 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (17,315) | $ 4,711 |
Adjustments to reconcile net income (loss) to cash flows used in operations | ||
Depreciation | 44 | 54 |
Amortization of right-of-use assets | 265 | |
Amortization of acquired intangible assets | 209 | 209 |
Change in fair value of investment, related party | 4,424 | |
Change in fair value of contingent consideration | (100) | (1,900) |
Change in fair value of warrant liabilities | (1,403) | (14,082) |
Stock-based compensation | 610 | 1,068 |
Provision for inventory obsolescence | 100 | |
Provision for doubtful accounts | 64 | 133 |
Non-cash interest expense | 190 | 179 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,491 | 1,650 |
Other receivables, related party | 2,397 | 5,602 |
Prepaid expenses and other assets | (302) | 3,698 |
Inventories | (7,617) | (4,449) |
Accounts payable and related party payables | 3,380 | 1,280 |
Operating lease liabilities | (255) | |
Accrued expenses and other liabilities | (107) | (240) |
Cash flows used in operating activities | (14,025) | (1,987) |
Cash flows from investing activities | ||
Sales of equity investment, related party | 178 | |
Purchases of property and equipment | (14) | (36) |
Cash flows provided by (used) in investing activities | 164 | (36) |
Cash flows from financing activities | ||
Proceeds from line of credit | 5,700 | |
Proceeds from issuance of common stock and warrants in private placement, net of issuance costs | 9,391 | |
Repayment of line of credit | (4,594) | |
Cash flows provided by financing activities | 1,106 | 9,391 |
Net increase (decrease) in cash and cash equivalents | (12,755) | 7,368 |
Cash, cash equivalents and restricted cash, at the beginning of the period | 17,408 | 24,742 |
Cash, cash equivalents and restricted cash, at the end of the period | 4,653 | 32,110 |
Supplemental disclosure of cash flow information | ||
Interest paid | 4 | |
Income taxes paid, net | $ 30 |
Business Overview
Business Overview | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | 1. Business Overview Biofrontera Inc (the “Company” or “Biofrontera”) 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. ® Biofrontera Inc. includes its wholly owned subsidiary Bio-FRI GmbH (“Bio-FRI”), a limited liability company organized under the laws of Germany. Our subsidiary, Bio-FRI was formed on February 9, 2022, as a German presence to facilitate our relationship with the Ameluz Licensor. Our principal licensed product is Ameluz ® ® ® ® Our second prescription drug licensed 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, a common skin infection, due to Staphylococcus aureus or Streptococcus pyogenes. It is approved for use in the United States in adults and children 2 months and older. We are currently selling Xepi® for this indication in the United States under an exclusive license and supply agreement, as amended (“Xepi LSA”) with Ferrer Internacional S.A. (“Ferrer”) that was assumed by Biofrontera on March 25, 2019 through our acquisition of Cutanea Life Sciences, Inc.(“Cutanea”). There has been limited revenue during the current reporting periods and recent developments with the third-party manufacturer that was providing our supply of Xepi® have resulted in further delays of our commercialization of the product. However, Ferrer is qualifying a new Contract manufacturer, Cambrex, which is expected to begin production early in 2024. Once the new third-party manufacturer is qualified, we expect the supply of Xepi® will meet future needs. Liquidity and Going Concern The Company’s primary sources of liquidity are its existing cash balances, cash collected from the sales of its products, proceeds from the sale of our investment, related party, and cash flows from a revolving line of credit. As of June 30, 2023, we had cash and cash equivalents of $ 4.5 5.9 17.2 10.5 Since we commenced operations in 2015, we have generated significant losses. For the six months ended June 30, 2023 and 2022, we incurred loss from operations of $ 14.2 9.3 14.0 2.0 96.8 The Company’s short-term material cash requirements include working capital needs and satisfaction of contractual commitments (see Note 18. Commitments and Contingencies 7.3 million (see Note 3. Acquisition Contract Liabilities 2.4 million. Additionally, we expect to continue to incur operating losses due to significant discretionary sales and marketing, medical affairs, and dermatology community outreach efforts as we seek to expand the commercialization of our licensed products in the United States. We also expect to incur additional expenses to add and improve operational, financial and information systems and personnel, including personnel to support our product commercialization efforts. In addition, we expect to incur costs to continue to comply with corporate governance, regulatory reporting and other requirements applicable to us as a public company in the U.S. In connection with our assessment of going concern considerations under applicable accounting standards, the Company’s management has determined that, based on our growth plans, upcoming inventory purchases, and a final settlement payment, substantial doubt exists about our ability to continue as a going concern for at least one year from the date the unaudited condensed financial statements were issued. The future viability of the Company is dependent on its ability to continue to execute its growth plan and raise additional capital or find alternative methods of financing to fund its operations until cash flow from operations is sufficient. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. No assurance can be given that the Company will be successful in these efforts. Accordingly, management has concluded that substantial doubt exists about the company’s ability to continue as a going concern for a period of at least 12 months from the date of issuance of these financial statements. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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 condensed consolidated 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 condensed consolidated 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 June 30, 2023, the Company’s operating results for the three and six months ended June 30, 2023 and 2022, and the Company’s cash flows for the six months ended June 30, 2023 and 2022. The accompanying financial information as of December 31, 2022 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, 2022, filed with the SEC on March 13, 2023. All amounts shown in these financial statements and tables are in thousands and amounts in the notes are in millions, except percentages and per share and share amounts. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include external costs of outside vendors engaged to conduct research and development activities, and other operational costs related to the Company’s research and development activities. Reverse Stock Split On July 3, 2023 Biofrontera Inc. effected a 1-for-20 0.001 All information included in these consolidated financial statements has been adjusted, on a retrospective basis, to reflect the Reverse Stock Split as if it had been effective from the beginning of the earliest period presented, unless otherwise stated. All outstanding securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options, restricted stock units, and warrants, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities. 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, realization 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 Adopted Accounting Pronouncements In September 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 | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [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 Note 18. Commitment and contingencies – Cutanea payments) 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 2.3 Acquisition contract liabilities, net consist of the following: Schedule of Acquisition Contract Liabilities (in thousands) June 30, 2023 December 31, 2022 Short-term acquisition contract liabilities: Contingent consideration $ 2,300 $ 2,400 Start-up cost financing 7,300 7,300 Contract asset (179 ) (358 ) Acquisition contract liabilities, net $ 7,121 $ 6,942 Long-term acquisition contract liabilities: Contingent consideration $ 2,300 $ 2,400 Total acquisition contract liabilities: Contingent consideration $ 2,300 $ 2,400 Start-up cost financing 7,300 7,300 Contract asset (179 ) (358 ) Total acquisition contract liabilities, net $ 9,421 $ 9,342 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022 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 June 30, 2023 December 31, 2022 Assets: Investment, related party 1 $ 5,935 $ 10,548 Liabilities: Contingent Consideration 3 $ 2,300 $ 2,400 Warrant liability – 2022 Purchase Warrants 3 $ 668 $ 1,129 Warrant liability - 2022 Inducement Warrants 3 $ 772 $ 1,714 Warrant liability 3 $ 772 $ 1,714 Investment, related party A s of June 30, 2023 and December 31, 2022, the Company had 6,280,396 6,446,946 13 Related Party Transactions ”. 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 consolidated 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, 2022 $ 2,400 Change in fair value of contingent consideration (100 ) Balance at June 30, 2023 $ 2,300 Balance at December 31, 2021 $ 6,200 Change in fair value of contingent consideration (1,900 ) Balance at June 30, 2022 $ 4,300 Warrant Liabilities The warrant liabilities are comprised of (i) a warrant to purchase 170,950 shares of common stock issued in a private placement on May 16, 2022, expiring five and one-half years after the issue date and with an exercise price of $ 55.40 per share (the “Purchase Warrants”) and (ii) a warrant to purchase 214,286 shares of common stock issued on July 26, 2022, expiring on December 1, 2026 with an exercise price of $ 33.20 per share (the “Inducement Warrants”), were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the consolidated statements of operations. The Company utilizes a Black-Scholes option pricing model to estimate the fair value of the Purchase Warrants and Inducement 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 liabilities which could also result in material non-cash gain or loss being reported in our consolidated statements of operations. The fair value at June 30, 2023 was estimated using a Black-Scholes pricing model based on the following assumptions: Schedule of Fair Value Warrant by Using Black-Scholes Pricing Model Assumptions Purchase Inducement Stock price $ 10.40 $ 10.40 Expiration term (in years) 4.38 3.42 Volatility 90.0 % 85.0 % Risk-free Rate 4.20 % 4.37 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the warrant liabilities measured at fair value (in thousands): Schedule of Changes in Fair Value Warrant Liabilities 2023 2022 Six Months Ended June 30, 2023 2022 Fair value at beginning of period $ 2,843 $ 12,854 Issuance of new derivative liabilities - 9,274 Change in fair value of warrant liability (1,403 ) (14,082 ) Fair value at end of period $ 1,440 $ 8,046 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
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®. Related party revenue relates to an agreement with Biofrontera Bioscience GmbH (“Bioscience”) for BF-RhodoLED® leasing and installation service. Refer to Note 13, Related Party Transactions An analysis of the changes in product revenue allowances and reserves is summarized as follows: Schedule of Revenue Allowance and Accrual Activties (in thousands): Returns Co-pay assistance program Prompt pay discounts Government and payor rebates Total Balance at December 31, 2021 $ 43 $ 101 $ 48 $ 54 $ 246 Provision related to current period sales 5 380 11 129 525 Credit or payments made during the period (5 ) (300 ) (20 ) (115 ) (440 ) Balance at June 30, 2022 $ 43 $ 181 $ 39 $ 68 $ 331 Balance at December 31, 2022 $ 48 $ 9 $ 5 $ 20 $ 82 Beginning Balance $ 48 $ 9 $ 5 $ 20 $ 82 Provision related to current period sales 3 62 3 134 202 Credit or payments made during the period - (71 ) (2 ) (59 ) (132 ) Balance at June 30, 2023 $ 51 - 6 95 152 Ending Balance $ 51 - 6 95 152 |
Investment, Related Party
Investment, Related Party | 6 Months Ended |
Jun. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Investment, Related Party | 6 . Investment, Related Party A s of June 30, 2023 and December 31, 2022, our investment in equity securities consisted solely of 6,280,396 6,446,946 Note 13 . Related Party Transactions . 3,377,346 0.2 Unrealized gains and losses on investment, related party are summarized as follows: Schedule of Unrealized Gains and Losses on Investments in Equity Securities (in thousands) 2023 2022 2023 2022 Three months ended Six months ended (in thousands) 2023 2022 2023 2022 Net losses recognized during the period on equity securities $ (1,482 ) $ - $ (4,424 ) $ - Less: Net losses recognized during the period on equity securities sold 75 - 75 - Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (1,407 ) $ - $ (4,349 ) $ - |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Accounts Receivable, net | 7. Accounts Receivable, net Accounts receivables are mainly attributable to the sale of Ameluz ® The allowance for credit losses was $ 0.2 0.1 |
Other Receivables, Related Part
Other Receivables, Related Party | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Other Receivables, Related Party | 8. Other Receivables, Related Party As of June 30, 2023 the Company has a receivable of $ 4.0 3.7 50 Note 18. Commitments and Contingencies – Legal proceedings 6.0 % per annum for each day that any reimbursement is past due and the ability to offset any overdue reimbursement amounts against payments owed to Biofrontera AG by the Company (including amounts owed under the Company’s license and supply agreement for Ameluz ® s such no reserve for the receivable was deemed necessary as of June 30, 2023 or December 31, 2022. |
Intangible Asset, Net
Intangible Asset, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset, Net | 9. Intangible Asset, Net Intangible asset, net consists of the following: Schedule of Intangible Asset Net (in thousands) June 30, 2023 December 31, 2022 Xepi® license $ 4,600 $ 4,600 Less: Accumulated amortization (1,777 ) (1,568 ) Intangible asset, net $ 2,823 $ 3,032 The Xepi® license intangible asset was recorded at acquisition-date fair value of $ 4.6 11 0.1 0.2 We review the Xepi ® The Company did not recognize any impairment charges during the three and six months ended June 30, 2023 and 2022. |
Cash Balances and Statement of
Cash Balances and Statement of Cash Flows Reconciliation | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash Balances and Statement of Cash Flows Reconciliation | 10. Cash Balances and Statement of Cash Flows Reconciliation The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $ 250,000 4.2 Restricted cash consists primarily of deposits of cash collateral held in accordance with the terms of our corporate credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash that sum to the total shown in the consolidated statements of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (in thousands) June 30, 2023 December 31, 2022 Cash and cash equivalents $ 4,453 $ 17,208 Long-term restricted cash 200 200 Total cash, cash equivalent, and restricted cash shown on the consolidated statements of cash flows $ 4,653 $ 17,408 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 11. 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) June 30, 2023 December 31, 2022 Legal settlement (See note 18) $ 6,094 $ 6,207 Employee compensation and benefits 2,816 2,850 Professional fees 1,163 1,353 Product revenue allowances and reserves 152 82 Other 511 372 Total $ 10,736 $ 10,864 |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Line of Credit | 12. Line of Credit On May 8, 2023, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with MidCap Business Credit LLC, providing us with a revolving line of credit in the aggregate principal amount of up to $ 6.5 Advances under the Loan Agreement bear interest at the 30-Day Adjusted Term Secured Overnight Financing Rate (“SOFR Rate”), set monthly on the first day of the month based on 30-Day Term SOFR plus a spread adjustment of 15 basis points and subject to a floor of 2.25%, plus 4.00% calculated and charged monthly in arrears. In the event of a called event of default, a default interest rate of 3.00% percent shall be added to the aforementioned rate. 650,000 3.3 0.375 The interest rate as of June 30, 2023 was 5.31 0.2 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions License and Supply Agreement On October 8, 2021, we entered into an amendment to the Ameluz LSA under which the price we pay per unit will be based upon our sales history. As a result of this amendment, the purchase price we pay the Ameluz Licensor for Ameluz ® ● fifty percent of the anticipated net price per unit until we generate $ 30 ● forty percent of the anticipated net price per unit for all revenues we generate between $ 30 50 ● thirty percent of the anticipated net price per unit for all revenues we generate above $ 50 Under the agreement, the Company obtained an exclusive, non-transferable license to use Pharma’s technology to market and sell the licensed products, Ameluz ® ® Purchases of the licensed products during the three and six months ended June 30, 2023 were $ 10.4 13.7 6.2 11.5 4.7 1.3 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. We currently have statements of work in place regarding IT, regulatory affairs, medical affairs, and pharmacovigilance, 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. As of June 30, 2023, we have migrated away from Biofrontera AG to third party providers for most of our significant IT services. Expenses related to the service agreement were $ 0.1 0.3 0.4 0.2 0.2 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 minimal for the three and six months ended June 30, 2023 and 2022, and was recorded as revenues, related party. Amounts due from Bioscience for clinical lamp and other reimbursements were approximately $ 0.5 0.1 Others The Company has recorded a receivable of $ 3.7 6.4 50 See Note 8. Other Receivables, Related Party no 0.1 As of June 30, 2023, our investment, related party is valued at $ 5.9 million and consists of 6,280,396 common shares of Biofrontera AG, a significant shareholder of the Company. Of these shares, 3,377,346 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 14. Stockholders’ Equity Under the Company’s amended and restated certificate of incorporation, dated December 21, 2020, the Company is authorized to issue 15,000,000 0.001 20,000,000 .001 Note 20. Subsequent Events 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 | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Share-Based Payments | 15. 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 original 2021 Plan, 137,500 shares are reserved and authorized for awards and the maximum contractual term is 10 years for stock options issued under the 2021 Plan. On December 12, 2022, the 2021 Plan was amended by our stockholders and the number of shares authorized for awards under the 2021 Plan was increased by 129,490 to 266,990 . As of June 30, 2023, there were 152,301 shares available for future awards under the amended 2021 Plan. See Note 20. Subsequent Events Non-qualified stock options We maintain the 2021 Plan for the benefit of our officers, directors and employees. Employee stock options granted under the 2021 Plan generally vest in equal annual installments over three years and are exercisable for a period of up to ten years from the grant date. Non-employee director options vest in equal monthly installments following the date of grant and will be fully vested on the one-year anniversary of the date of grant. All stock options are exercisable at a price as set by the Company at the time of the grant but shall not be less than the market value of the common shares underlying the option on the grant date. 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 (“BSM”) 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 was estimated on the date of the grant using the BSM option pricing model with the following assumptions: Schedule of Stock Options Assumptions Six Months Ended June 30, 2023 2022 Expected volatility 70 95 % 55 65 % Expected term (in years) 6.0 5.24 6.0 Risk-free interest rate 3.5 3.9 % 1.79 2.90 % Expected dividend yield 0.0 % 0.0 % Share-based compensation expense of approximately $ 0.2 0.4 0.2 0.3 Options outstanding and exercisable under the employee share option plan as of June 30, 2023 and a summary of option activity during the six months then ended is presented below. Schedule of Stock Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding at December 31, 2022 86,951 $ 62.16 Granted 22,477 $ 13.98 Exercised - $ - Canceled or forfeited (20,419 ) $ 54.14 Outstanding at June 30, 2023 89,009 $ 51.84 8.65 $ 13 Exercisable at June 30, 2023 26,042 $ 64.95 7.54 $ - (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 June 30, 2023. As of June 30, 2023, there was $1.4 2.1 Share-Based Compensation (RSUs) Restricted Stock Units (“RSUs”) will vest annually over two years, subject to the recipient’s continued service with the Company through the applicable vesting dates. The fair value of each RSU is estimated based on the closing market price of the Company’s common stock on the grant date. Share-based compensation expense of $ 0.1 0.2 0.4 0.8 Schedule of Restricted Stock Units Shares Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 17,176 $ $ 52.2 Awarded - $ $ - Vested (8,588 ) $ $ 52.2 Canceled or forfeited (3,817 ) $ - Outstanding at June 30, 2023 4,771 0.88 $ 50 $ 52.2 As of June 30, 2023, there was $ 0.2 0.9 |
Interest Expense, net
Interest Expense, net | 6 Months Ended |
Jun. 30, 2023 | |
Interest Income (Expense), after Provision for Loan Loss [Abstract] | |
Interest Expense, net | 16. Interest Expense, net Interest expense, net consists of the following: Schedule of Interest Expense For three months ended For six months ended (in thousands) 2023 2022 2023 2022 Interest expense $ (32 ) $ (3 ) $ (33 ) $ (7 ) Contract asset interest expense (89 ) (89 ) (179 ) (179 ) Interest income – related party 40 53 94 110 Interest income – other 2 1 4 5 Interest expense, net $ (79 ) $ (38 ) $ (114 ) $ (71 ) Interest expense is comprised primarily of interest on our Loan and Security Agreement with MidCap Business Credit LLC. Contract asset interest expense relates to the $ 1.7 7.3 6 December 31, 2023 |
Net Earnings (Loss) per Share
Net Earnings (Loss) per Share | 6 Months Ended |
Jun. 30, 2023 | |
Income (loss) per common share: | |
Net Earnings (Loss) per Share | 17. Net Earnings (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. In periods where a net loss is recorded, no effect is given to potentially dilutive securities, since the effect would be anti-dilutive. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Net income (loss) $ (9,837 ) $ (850 ) $ (17,315 ) $ 4,711 Shares: Basic weighted average common shares outstanding 1,360,739 941,175 1,359,894 898,444 Add: Effect of dilutive securities Stock options and restricted stock units - - - 3,765 Diluted weighted average common shares outstanding 1,360,739 941,175 1,359,894 902,209 Net earnings (loss) per share: Basic $ (7.23 ) $ (0.90 ) $ (12.73 ) $ 5.24 Diluted $ (7.23 ) $ (0.90 ) $ (12.73 ) $ 5.22 The following table sets forth the weighted average of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future: Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share June 30, 2023 2022 Common stock warrants 1,877,630 1,806,202 Common stock options and RSUs 106,034 42,428 Unit Purchase Options 20,182 20,182 Anti-dilutive securities excluded from computation of earnings per share 20,182 20,182 Common stock warrants include Purchase Warrants, Inducement Warrants and warrants issued in the Initial Public Offering. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. Commitments and Contingencies Leases The Company leases its corporate headquarters under an operating lease that expires in August 2025. The Company has the option to extend the term of the lease for one five (5) year period 0.1 The Company has also entered into a master lease agreement for its vehicles. After an initial non-cancelable twelve-month period, each vehicle is leased on a month-to-month basis. Based on historical retention experience of approximately three years, the vehicles have varying expiration dates through September 2025. The components of lease expense for the three and six months ended June 30, 2023 were as follows (in thousands except lease term and discount rate): Schedule of Components of Lease Expense and Other Information Lease expense Operating Leases Amortization of ROU assets (operating lease cost) $ 265 Interest on lease liabilities 37 Total lease expense $ 302 Other Information Operational cash flow used for operating leases $ 293 Weighted -average remaining lease term (in years) 2.08 Weighted -average discount rate 6.31 % Future lease payments under non-cancelable leases as of June 30, 2023 were as follows (in thousands): Schedule of Future Commitments and Sublease Income Years ending December 31, Future lease commitments 2023 $ 270 2024 541 2025 350 Total future minimum lease payments 1,161 Less imputed interest (72 ) Total lease liability $ 1,089 Schedule of Operating Lease Liability Reported as: Operating lease liability, current $ 489 Operating lease liability, non-current 600 Total $ 1,089 Cutanea payments We have a contract in which we agreed to repay to Maruho $ 3.6 3.7 We have filed for arbitration against Maruho with the International Chamber of Commerce (“ICC”) regarding issues with Maruho’s contract manufacturer that were not disclosed at the time of the Share Purchase Agreement and therefore are withholding the repayment of the start-up cost financing until a decision is reached through the arbitration process. The arbitration notes that Maruho breached the agreement with Cutanea due to undisclosed manufacturing issues and seeks damages as well as a declaration that we are not obligated to repay Maruho. 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 upon the first occasion when annual net sales of Xepi ® 25,000,000 , and ii) $ 4,000,000 upon the first occasion annual net sales of Xepi ® 50,000,000 . No Xepi ® Settlement Agreement with Biofrontera AG Pursuant to the terms of that certain Settlement Agreement , dated as of April 11, 2023, among the Company, Biofrontera AG and certain current and former directors of the Company (the “Settlement Agreement”), the Company has committed, among other things, to take the following actions: ● the Company will appoint as a Class I Director a director nominated by Biofrontera AG. See Note 20. Subsequent Events – New Board Member for details regarding the new appointment. ● the Company will begin a search, pursuant to the conditions set forth in the Settlement Agreement including a strike right granted to the aforementioned director nominated by Biofrontera AG, for an additional director candidate, who is fully independent from Biofrontera AG, Deutsche Balaton Aktiengesellschaft (“DB”) and any of their respective affiliates, to be nominated for election as a Class II Director at the Company’s 2023 annual meeting of stockholders; ● the Board will increase its size to seven members, including the two directors appointed and elected pursuant to the Settlement Agreement. In addition, the Settlement Agreement contains provisions to maintain Biofrontera AG’s representation on the Board of Directors as long as it holds at least 20% of the Company’s outstanding common stock and to limit further increases in the size of the Board of Directors or changes to the Company’s stockholder rights plan. Under the Settlement Agreement, Biofrontera AG also agrees, subject to certain conditions, to vote in support of the directors nominated by, and the proposals recommended by, the Board of Directors. Licensing Agreement with Optical Tools On December 2, 2022, the Company entered into the technology transfer agreement with Optical Tools LLC (“Optical Tools”), and Stephen Tobin and Paul Sowyrda (the “Agreement”). The Agreement allowed for the transfer of the assigned patents and trademarks, and upon notification by the Company to Optical Tools, the research and development of certain prototypes. The Company paid a licensing fee of $ 0.2 On May 28, 2023, the Company authorized Optical Tools to design, develop, manufacture, and deliver at least two portable photodynamic therapy lamp prototypes (“PDT Device”) using the technology in the assigned patents. The PDT Device provides illumination, based on different light profiles, to the external skin surface of the human body. The Company shall reimburse Optical Tools for all reasonable out-of-pocket, material and labor costs per the agreement. As part of the Agreement, Optical Tools will be eligible to receive regulatory and sales milestone payments totaling up to $ 1.0 3 The Company did not make any milestone or royalty payments during the three or six months ended June 30, 2023 and 2022, respectively. 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 On November 29, 2021, the Company entered into a settlement and release agreement with respect to a lawsuit filed March 23, 2018 in the United States District Court for the District of Massachusetts in which we were alleged to have infringed on certain patents and misappropriated certain trade secrets. In the settlement, the Company and Biofrontera AG together agreed to make an aggregate payment of $ 22.5 While Biofrontera AG has agreed to pay fifty percent of the settlement costs, we remain jointly and severally liable to DUSA Pharmaceuticals Inc. (“DUSA”) for the full cash settlement amount, meaning that in the event Biofrontera AG does not pay all or a portion of the amount it owes under the Agreement, DUSA could compel us to pay Biofrontera AG’s share. If either we or Biofrontera AG violates the terms of the settlement agreement, we or Biofrontera AG may be liable for a greater amount. If we become liable for more than our agreed share of the aggregate settlement amount, either of these events could have a material adverse effect on our business, prospects, financial condition and/or results of operations. As of June 30, 2023, we have reflected a legal settlement liability in the amount of $ 6.1 3.7 |
Retirement Plan
Retirement Plan | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 19. 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. Matching contribution costs paid by the Company were $ 0.1 0.2 0.1 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events We have completed an evaluation of subsequent events after the balance sheet date of June 30, 2023 through the date this Quarterly Report on Form 10-Q was submitted to the SEC. Reverse Stock Split On June 28, 2023, the Company, filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to (i) effect the Reverse Stock Split of the Company’s Common Stock, and (ii) effect a related proportional reduction in the number of the Company’s authorized shares of Common Stock from 300,000,000 to 15,000,000 (the “Authorized Share Reduction”). Pursuant to the Amendment, the Reverse Stock Split and Authorized Share Reduction was effective at 11:59 p.m. on July 3, 2023 (the “Split Effective Time”), and the Common Stock began trading on the Nasdaq Capital Market on a post-split basis on July 5, 2023. The par value and other terms of the Common Stock were not affected. Following the Split Effective Time, every 20 shares of Biofrontera Inc. common stock issued and outstanding were automatically combined and reclassified into one share of common stock. Outstanding equity-based awards, warrants and other equity rights were proportionately adjusted pursuant to their terms and the number of shares authorized and reserved for issuance upon vesting of restricted stock units or exercise of stock options and warrants were reduced proportionately. No fractional shares were issued as a result of the reverse stock split. Stockholders who would otherwise hold a fractional share as a result of the Reverse Stock Split received an additional share of common stock. Under the terms of the applicable warrant agreement, the number of shares of Common Stock issuable on exercise of each warrant will be proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every 20 shares of Common Stock that may be purchased pursuant to the exercise of public warrants now represents one share of Common Stock that may be purchased pursuant to such warrants. Accordingly, for the Company’s warrants trading under the symbol “BFRIW”, every 20 warrants will be exercisable for one share of Common Stock at an exercise price of $ 100.00 The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding up of fractional shares). New Board Member On July 7, 2023, in connection with the Biofrontera AG settlement agreement, the board of directors of the Company appointed Heikki Lanckriet to the Board. Mr. Lanckriet will serve as a Class I Director to hold office for a term expiring at the annual meeting of the Company’s stockholders for fiscal year 2025. Mr. Lanckriet’s term as director began upon his appointment at the July 7, 2023 meeting. Mr. Lanckriet was appointed to the Board upon the nomination of Biofrontera AG, a significant stockholder of the Company, pursuant to a settlement agreement dated as of April 11, 2023, between the Company, each member of its Board of Directors at that time and Biofrontera AG. See Note 18, “ Commitments and Contingencies |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis for Preparation of the Financial Statements | Basis for Preparation of the Financial Statements The accompanying unaudited interim condensed consolidated 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 condensed consolidated 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 June 30, 2023, the Company’s operating results for the three and six months ended June 30, 2023 and 2022, and the Company’s cash flows for the six months ended June 30, 2023 and 2022. The accompanying financial information as of December 31, 2022 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, 2022, filed with the SEC on March 13, 2023. All amounts shown in these financial statements and tables are in thousands and amounts in the notes are in millions, except percentages and per share and share amounts. The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include external costs of outside vendors engaged to conduct research and development activities, and other operational costs related to the Company’s research and development activities. |
Reverse Stock Split | Reverse Stock Split On July 3, 2023 Biofrontera Inc. effected a 1-for-20 0.001 All information included in these consolidated financial statements has been adjusted, on a retrospective basis, to reflect the Reverse Stock Split as if it had been effective from the beginning of the earliest period presented, unless otherwise stated. All outstanding securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options, restricted stock units, and warrants, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities. |
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, realization 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 Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In September 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) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Acquisition Contract Liabilities | Acquisition contract liabilities, net consist of the following: Schedule of Acquisition Contract Liabilities (in thousands) June 30, 2023 December 31, 2022 Short-term acquisition contract liabilities: Contingent consideration $ 2,300 $ 2,400 Start-up cost financing 7,300 7,300 Contract asset (179 ) (358 ) Acquisition contract liabilities, net $ 7,121 $ 6,942 Long-term acquisition contract liabilities: Contingent consideration $ 2,300 $ 2,400 Total acquisition contract liabilities: Contingent consideration $ 2,300 $ 2,400 Start-up cost financing 7,300 7,300 Contract asset (179 ) (358 ) Total acquisition contract liabilities, net $ 9,421 $ 9,342 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy Valuation Inputs | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 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 June 30, 2023 December 31, 2022 Assets: Investment, related party 1 $ 5,935 $ 10,548 Liabilities: Contingent Consideration 3 $ 2,300 $ 2,400 Warrant liability – 2022 Purchase Warrants 3 $ 668 $ 1,129 Warrant liability - 2022 Inducement Warrants 3 $ 772 $ 1,714 Warrant liability 3 $ 772 $ 1,714 |
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, 2022 $ 2,400 Change in fair value of contingent consideration (100 ) Balance at June 30, 2023 $ 2,300 Balance at December 31, 2021 $ 6,200 Change in fair value of contingent consideration (1,900 ) Balance at June 30, 2022 $ 4,300 |
Schedule of Fair Value Warrant by Using Black-Scholes Pricing Model Assumptions | The fair value at June 30, 2023 was estimated using a Black-Scholes pricing model based on the following assumptions: Schedule of Fair Value Warrant by Using Black-Scholes Pricing Model Assumptions Purchase Inducement Stock price $ 10.40 $ 10.40 Expiration term (in years) 4.38 3.42 Volatility 90.0 % 85.0 % Risk-free Rate 4.20 % 4.37 % Dividend yield 0.0 % 0.0 % |
Schedule of Changes in Fair Value Warrant Liabilities | The following table presents the changes in the warrant liabilities measured at fair value (in thousands): Schedule of Changes in Fair Value Warrant Liabilities 2023 2022 Six Months Ended June 30, 2023 2022 Fair value at beginning of period $ 2,843 $ 12,854 Issuance of new derivative liabilities - 9,274 Change in fair value of warrant liability (1,403 ) (14,082 ) Fair value at end of period $ 1,440 $ 8,046 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Allowance and Accrual Activties | An analysis of the changes in product revenue allowances and reserves is summarized as follows: Schedule of Revenue Allowance and Accrual Activties (in thousands): Returns Co-pay assistance program Prompt pay discounts Government and payor rebates Total Balance at December 31, 2021 $ 43 $ 101 $ 48 $ 54 $ 246 Provision related to current period sales 5 380 11 129 525 Credit or payments made during the period (5 ) (300 ) (20 ) (115 ) (440 ) Balance at June 30, 2022 $ 43 $ 181 $ 39 $ 68 $ 331 Balance at December 31, 2022 $ 48 $ 9 $ 5 $ 20 $ 82 Beginning Balance $ 48 $ 9 $ 5 $ 20 $ 82 Provision related to current period sales 3 62 3 134 202 Credit or payments made during the period - (71 ) (2 ) (59 ) (132 ) Balance at June 30, 2023 $ 51 - 6 95 152 Ending Balance $ 51 - 6 95 152 |
Investment, Related Party (Tabl
Investment, Related Party (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of Unrealized Gains and Losses on Investments in Equity Securities | Unrealized gains and losses on investment, related party are summarized as follows: Schedule of Unrealized Gains and Losses on Investments in Equity Securities (in thousands) 2023 2022 2023 2022 Three months ended Six months ended (in thousands) 2023 2022 2023 2022 Net losses recognized during the period on equity securities $ (1,482 ) $ - $ (4,424 ) $ - Less: Net losses recognized during the period on equity securities sold 75 - 75 - Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ (1,407 ) $ - $ (4,349 ) $ - |
Intangible Asset, Net (Tables)
Intangible Asset, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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) June 30, 2023 December 31, 2022 Xepi® license $ 4,600 $ 4,600 Less: Accumulated amortization (1,777 ) (1,568 ) Intangible asset, net $ 2,823 $ 3,032 |
Cash Balances and Statement o_2
Cash Balances and Statement of Cash Flows Reconciliation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [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 consolidated statements of cash flows: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (in thousands) June 30, 2023 December 31, 2022 Cash and cash equivalents $ 4,453 $ 17,208 Long-term restricted cash 200 200 Total cash, cash equivalent, and restricted cash shown on the consolidated statements of cash flows $ 4,653 $ 17,408 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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) June 30, 2023 December 31, 2022 Legal settlement (See note 18) $ 6,094 $ 6,207 Employee compensation and benefits 2,816 2,850 Professional fees 1,163 1,353 Product revenue allowances and reserves 152 82 Other 511 372 Total $ 10,736 $ 10,864 |
Equity Incentive Plans and Sh_2
Equity Incentive Plans and Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options Assumptions | The fair value of each option was estimated on the date of the grant using the BSM option pricing model with the following assumptions: Schedule of Stock Options Assumptions Six Months Ended June 30, 2023 2022 Expected volatility 70 95 % 55 65 % Expected term (in years) 6.0 5.24 6.0 Risk-free interest rate 3.5 3.9 % 1.79 2.90 % Expected dividend yield 0.0 % 0.0 % |
Schedule of Stock Option Activity | Options outstanding and exercisable under the employee share option plan as of June 30, 2023 and a summary of option activity during the six months then ended is presented below. Schedule of Stock Option Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) Outstanding at December 31, 2022 86,951 $ 62.16 Granted 22,477 $ 13.98 Exercised - $ - Canceled or forfeited (20,419 ) $ 54.14 Outstanding at June 30, 2023 89,009 $ 51.84 8.65 $ 13 Exercisable at June 30, 2023 26,042 $ 64.95 7.54 $ - |
Schedule of Restricted Stock Units | Schedule of Restricted Stock Units Shares Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 17,176 $ $ 52.2 Awarded - $ $ - Vested (8,588 ) $ $ 52.2 Canceled or forfeited (3,817 ) $ - Outstanding at June 30, 2023 4,771 0.88 $ 50 $ 52.2 |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Interest Income (Expense), after Provision for Loan Loss [Abstract] | |
Schedule of Interest Expense | Interest expense, net consists of the following: Schedule of Interest Expense For three months ended For six months ended (in thousands) 2023 2022 2023 2022 Interest expense $ (32 ) $ (3 ) $ (33 ) $ (7 ) Contract asset interest expense (89 ) (89 ) (179 ) (179 ) Interest income – related party 40 53 94 110 Interest income – other 2 1 4 5 Interest expense, net $ (79 ) $ (38 ) $ (114 ) $ (71 ) |
Net Earnings (Loss) per Share (
Net Earnings (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income (loss) per common share: | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Net income (loss) $ (9,837 ) $ (850 ) $ (17,315 ) $ 4,711 Shares: Basic weighted average common shares outstanding 1,360,739 941,175 1,359,894 898,444 Add: Effect of dilutive securities Stock options and restricted stock units - - - 3,765 Diluted weighted average common shares outstanding 1,360,739 941,175 1,359,894 902,209 Net earnings (loss) per share: Basic $ (7.23 ) $ (0.90 ) $ (12.73 ) $ 5.24 Diluted $ (7.23 ) $ (0.90 ) $ (12.73 ) $ 5.22 |
Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share | The following table sets forth the weighted average of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future: Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share June 30, 2023 2022 Common stock warrants 1,877,630 1,806,202 Common stock options and RSUs 106,034 42,428 Unit Purchase Options 20,182 20,182 Anti-dilutive securities excluded from computation of earnings per share 20,182 20,182 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Lease Expense and Other Information | The components of lease expense for the three and six months ended June 30, 2023 were as follows (in thousands except lease term and discount rate): Schedule of Components of Lease Expense and Other Information Lease expense Operating Leases Amortization of ROU assets (operating lease cost) $ 265 Interest on lease liabilities 37 Total lease expense $ 302 Other Information Operational cash flow used for operating leases $ 293 Weighted -average remaining lease term (in years) 2.08 Weighted -average discount rate 6.31 % |
Schedule of Future Commitments and Sublease Income | Future lease payments under non-cancelable leases as of June 30, 2023 were as follows (in thousands): Schedule of Future Commitments and Sublease Income Years ending December 31, Future lease commitments 2023 $ 270 2024 541 2025 350 Total future minimum lease payments 1,161 Less imputed interest (72 ) Total lease liability $ 1,089 |
Schedule of Operating Lease Liability | Schedule of Operating Lease Liability Reported as: Operating lease liability, current $ 489 Operating lease liability, non-current 600 Total $ 1,089 |
Business Overview (Details Narr
Business Overview (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash and cash equivalents, at carrying value | $ 4,453 | $ 4,453 | $ 17,208 | ||
Investments in equity securities | 5,900 | 5,900 | 10,500 | ||
Loss from operations | 8,699 | $ 6,212 | 14,190 | $ 9,322 | |
Net operating activities | 14,025 | $ 1,987 | |||
Accumulated deficit | 96,834 | 96,834 | 79,519 | ||
Business Combination, Contingent Consideration, Liability | 9,421 | 9,421 | $ 9,342 | ||
Accrued Liabilities and Other Liabilities | 2,400 | 2,400 | |||
Maruho Co. Ltd. [Member] | |||||
Business Combination, Contingent Consideration, Liability | $ 7,300 | $ 7,300 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - $ / shares | Jul. 03, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 21, 2020 |
Accounting Policies [Abstract] | ||||
Stockholders' equity, reverse stock split | 1-for-20 | |||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Schedule of Acquisition Contrac
Schedule of Acquisition Contract Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||
Contingent consideration | $ 2,300 | $ 2,400 | $ 4,300 | $ 6,200 |
Start-up cost financing | 7,300 | 7,300 | ||
Contract asset | (179) | (358) | ||
Acquisition contract liabilities, net | 7,121 | 6,942 | ||
Total acquisition contract liabilities, net | 9,421 | 9,342 | ||
Short-Term Debt [Member] | ||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||
Start-up cost financing | 7,300 | 7,300 | ||
Contract asset | (179) | (358) | ||
Acquisition contract liabilities, net | 7,121 | 6,942 | ||
Long-Term Debt [Member] | ||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||||
Contingent consideration | $ 2,300 | $ 2,400 |
Acquisition Contract Liabilit_3
Acquisition Contract Liabilities (Details Narrative) - USD ($) $ in Thousands | Mar. 25, 2019 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 2,300 | $ 2,400 | $ 4,300 | $ 6,200 | |
Long-Term Debt [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | 2,300 | $ 2,400 | |||
Monte Carlo Simulation Model [Member] | Long-Term Debt [Member] | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 2,300 | ||||
Monte Carlo Simulation Model [Member] | Measurement Input, Discount Rate [Member] | |||||
Business Acquisition [Line Items] | |||||
Derivative liability measuremnet input | 6 | ||||
Cutanea Life Sciences, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Equity interest in acquiree, percentage | 100% | ||||
Non-interest bearing start-up cost financing | $ 1,700 | ||||
Sale of equity estimated profits contingent consideration | 6,500 | ||||
Cutanea Life Sciences, Inc. [Member] | Share Purchase Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Start-up cost financing | $ 7,300 | ||||
Biofrontera AG [Member] | |||||
Business Acquisition [Line Items] | |||||
Equity interest in acquiree, percentage | 29.90% | ||||
Maruho Co, Ltd. [Member] | |||||
Business Acquisition [Line Items] | |||||
Start-up cost financing interest rate | 6% | ||||
Start-up cost financing term | 57 months | ||||
Start-up cost financing maturity date | Dec. 31, 2023 |
Schedule of Fair Value Hierarch
Schedule of Fair Value Hierarchy Valuation Inputs (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liability – 2022 Purchase Warrants | $ 1,440 | $ 2,843 | $ 8,046 | $ 12,854 |
Fair Value, Inputs, Level 1 [Member] | Related Party [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment, related party | 5,935 | 10,548 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration | 2,300 | 2,400 | ||
Fair Value, Inputs, Level 3 [Member] | 2022 Common Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liability – 2022 Purchase Warrants | 668 | 1,129 | ||
Fair Value, Inputs, Level 3 [Member] | 2022 Inducement Warrants [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrant liability | $ 772 | $ 1,714 |
Schedule of Fair Value of Conti
Schedule of Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Beginning balance, fair value of contingent consideration | $ 2,400 | $ 6,200 | ||
Change in fair value of contingent consideration | $ 100 | $ (1,900) | (100) | (1,900) |
Ending balance, fair value of contingent consideration | $ 2,300 | $ 4,300 | $ 2,300 | $ 4,300 |
Schedule of Fair Value Warrant
Schedule of Fair Value Warrant by Using Black-Scholes Pricing Model Assumptions (Details) | Jun. 30, 2023 $ / shares |
Measurement Input, Share Price [Member] | Purchase Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Stock price | $ 10.40 |
Measurement Input, Share Price [Member] | Inducement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Stock price | $ 10.40 |
Measurement Input, Expected Term [Member] | Purchase Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expiration term (in years) | 4 years 4 months 17 days |
Measurement Input, Expected Term [Member] | Inducement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expiration term (in years) | 3 years 5 months 1 day |
Measurement Input, Option Volatility [Member] | Purchase Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant outstanding, measurement input | 90 |
Measurement Input, Option Volatility [Member] | Inducement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant outstanding, measurement input | 85 |
Measurement Input, Risk Free Interest Rate [Member] | Purchase Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant outstanding, measurement input | 4.20 |
Measurement Input, Risk Free Interest Rate [Member] | Inducement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant outstanding, measurement input | 4.37 |
Measurement Input, Expected Dividend Payment [Member] | Purchase Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant outstanding, measurement input | 0 |
Measurement Input, Expected Dividend Payment [Member] | Inducement Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrant outstanding, measurement input | 0 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||||
Fair value at beginning of period | $ 2,843 | $ 12,854 | ||
Issuance of new derivative liabilities | 9,274 | |||
Change in fair value of warrant liability | $ (375) | $ (5,371) | (1,403) | (14,082) |
Fair value at end of period | $ 1,440 | $ 8,046 | $ 1,440 | $ 8,046 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 28, 2023 | Jul. 26, 2022 | May 16, 2022 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||
Investment in equity securities, shares | 6,280,396 | 6,446,946 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 100 | ||||
Purchase Warrants [Member] | |||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 55.40 | ||||
Inducement Warrants [Member] | |||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 214,286 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 33.20 | ||||
Private Placement [Member] | |||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 170,950 |
Schedule of Revenue Allowance a
Schedule of Revenue Allowance and Accrual Activties (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Beginning Balance | $ 82 | $ 246 |
Provision related to current period sales | 202 | 525 |
Credit or payments made during the period | (132) | (440) |
Ending Balance | 152 | 331 |
Returns [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning Balance | 48 | 43 |
Provision related to current period sales | 3 | 5 |
Credit or payments made during the period | (5) | |
Ending Balance | 51 | 43 |
Co-pay Assistance Program [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning Balance | 9 | 101 |
Provision related to current period sales | 62 | 380 |
Credit or payments made during the period | (71) | (300) |
Ending Balance | 181 | |
Prompt Pay Discounts [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning Balance | 5 | 48 |
Provision related to current period sales | 3 | 11 |
Credit or payments made during the period | (2) | (20) |
Ending Balance | 6 | 39 |
Government and Payor Rebates [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Beginning Balance | 20 | 54 |
Provision related to current period sales | 134 | 129 |
Credit or payments made during the period | (59) | (115) |
Ending Balance | $ 95 | $ 68 |
Schedule of Unrealized Gains an
Schedule of Unrealized Gains and Losses on Investments in Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | ||||
Net losses recognized during the period on equity securities | $ (1,482) | $ (4,424) | ||
Less: Net losses recognized during the period on equity securities sold | 75 | 75 | ||
Unrealized losses recognized during the reporting period on equity securities still held at the reporting date | $ (1,407) | $ (4,349) |
Investment, Related Party (Deta
Investment, Related Party (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | ||||
Investment in equity securities, shares | 6,280,396 | 6,446,946 | ||
Investment in equity securities additional information | 3,377,346 | |||
Proceeds from sale of equity securities | $ 178 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details Narrative) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Allowance for doubtful accounts | $ 0.2 | $ 0.1 |
Other Receivables, Related Pa_2
Other Receivables, Related Party (Details Narrative) $ in Millions | Jun. 30, 2023 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Legal settlements receivable percentage | 50% |
Biofrontera Group [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Other receivables | $ 4 |
Biofrontera AG [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Other receivables | $ 3.7 |
Legal settlements receivable percentage | 50% |
Interest rate percentage | 6% |
Schedule of Intangible Asset Ne
Schedule of Intangible Asset Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Xepi® license | $ 4,600 | $ 4,600 |
Less: Accumulated amortization | (1,777) | (1,568) |
Intangible asset, net | $ 2,823 | $ 3,032 |
Intangible Asset, Net (Details
Intangible Asset, Net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Finite lived license agreements gross | $ 4,600 | $ 4,600 | $ 4,600 | ||
Finite lived intangible asset useful life | 11 years | 11 years | |||
Amortization of intangible assets | $ 100 | $ 100 | $ 209 | $ 209 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 4,453 | $ 17,208 |
Long-term restricted cash | 200 | 200 |
Total cash, cash equivalent, and restricted cash shown on the consolidated statements of cash flows | $ 4,653 | $ 17,408 |
Cash Balances and Statement o_3
Cash Balances and Statement of Cash Flows Reconciliation (Details Narrative) | Jun. 30, 2023 USD ($) |
Cash and Cash Equivalents [Abstract] | |
Depositor | $ 250,000 |
Cash depositor | $ 4,200,000 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Legal settlement (See note 18) | $ 6,094 | $ 6,207 |
Employee compensation and benefits | 2,816 | 2,850 |
Professional fees | 1,163 | 1,353 |
Product revenue allowances and reserves | 152 | 82 |
Other | 511 | 372 |
Total | $ 10,736 | $ 10,864 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 6 Months Ended | |
May 08, 2023 | Jun. 30, 2023 | |
Line of Credit Facility [Line Items] | ||
Debt instrument term amount | $ 650,000 | |
Interest rate percentage | 5.31% | |
Line of credit value | $ 200,000 | |
Loan Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Debt instrument term amount | $ 3,300,000 | |
Revolving Credit Facility [Member] | Loan Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit maximum borrowing capacity | $ 6,500,000 | |
Debt instrument, interest rate terms | Advances under the Loan Agreement bear interest at the 30-Day Adjusted Term Secured Overnight Financing Rate (“SOFR Rate”), set monthly on the first day of the month based on 30-Day Term SOFR plus a spread adjustment of 15 basis points and subject to a floor of 2.25%, plus 4.00% calculated and charged monthly in arrears. In the event of a called event of default, a default interest rate of 3.00% percent shall be added to the aforementioned rate. | |
Unused line fee rate | 0.375% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Dec. 31, 2022 | Oct. 08, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | |||||||
Accounts receivable, related parties | $ 2,193 | $ 3,748 | $ 2,193 | $ 2,193 | |||
Legal settlements receivable percentage | 50% | 50% | 50% | ||||
Interest income, related party | $ 40 | $ 53 | $ 94 | $ 110 | |||
[custom:StockIssuedDuringPeriodSharesInvestmentInEquitySecurities] | 6,280,396 | 6,446,946 | |||||
Investment in equity securities additional information | 3,377,346 | ||||||
Biofrontera Pharma GmbH [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest income, related party | 100 | ||||||
Biofrontera AG [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Loss contingency, receivable | $ 3,700 | $ 6,400 | $ 3,700 | $ 3,700 | |||
Legal settlements receivable percentage | 50% | 50% | 50% | ||||
License and Supply Agreement [Member] | Biofrontera Pharma GmbH [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party costs | $ 10,400 | 6,200 | $ 13,700 | 11,500 | |||
Accounts payable related parties | $ 4,700 | 1,300 | 4,700 | 4,700 | |||
License and Supply Agreement [Member] | Fifty Percent Of Anticipated Net Price [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from sales | $ 30,000 | ||||||
License and Supply Agreement [Member] | Forty Percent Of Anticipated Net Price [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from sales | 30,000 | ||||||
License and Supply Agreement [Member] | Forty Percent Of Anticipated Net Price [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from sales | 50,000 | ||||||
License and Supply Agreement [Member] | Thirty Percent Of Anticipated Net Price [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue from sales | $ 50,000 | ||||||
Service Agreements [Member] | Biofrontera AG [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts payable related parties | 200 | 200 | 200 | 200 | |||
Expenses related to service | 100 | $ 300 | 100 | $ 400 | |||
Clinica Lamp Lease Agreement [Member] | Biofrontera Pharma GmbH [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts receivable, related parties | $ 500 | $ 100 | $ 500 | 500 | |||
Share Purchase and Transfer Agreement [Member] | Maruho Co, Ltd. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
[custom:StockIssuedDuringPeriodValuesInvestmentInEquitySecurities] | $ 5,900 | ||||||
[custom:StockIssuedDuringPeriodSharesInvestmentInEquitySecurities] | 6,280,396 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - $ / shares | Jul. 03, 2023 | Jun. 30, 2023 | Jun. 28, 2023 | Jun. 27, 2023 | Dec. 31, 2022 | Dec. 21, 2020 |
Equity [Abstract] | ||||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | 300,000,000 | 15,000,000 | 15,000,000 | |
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock designated | 20,000,000 | 20,000,000 | 20,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Schedule of Stock Options Assum
Schedule of Stock Options Assumptions (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 70% | 55% |
Expected term (in years) | 5 years 2 months 26 days | |
Risk-free interest rate | 3.50% | 1.79% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 95% | 65% |
Expected term (in years) | 6 years | |
Risk-free interest rate | 3.90% | 2.90% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) $ / shares shares | ||
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares Outstanding, Beginning Balance | shares | 86,951 | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 62.16 | |
Number of Shares Outstanding, Granted | shares | 22,477 | |
Weighted Average Exercise Price, Granted | $ / shares | $ 13.98 | |
Number of Shares Outstanding, Exercised | shares | ||
Weighted Average Exercise Price, Exercised | $ / shares | ||
Number of Shares Outstanding, Canceled or forfeited | shares | (20,419) | |
Weighted Average Exercise Price, Canceled or forfeited | $ / shares | $ 54.14 | |
Number of Shares Outstanding, Ending Balance | shares | 89,009 | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 51.84 | |
Weighted Average Remaining Contractual Life (in Years), Outstanding | 8 years 7 months 24 days | |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $ | $ 13 | [1] |
Number of Shares Execisable, Ending Balance | shares | 26,042,000 | |
Weighted Average Exercise Price Options Exercisable, Ending Balance | $ / shares | $ 64.95 | |
Weighted Average Remaining Contractual Life (in Years), Exercisable | 7 years 6 months 14 days | |
Aggregate Intrinsic Value, Exercisable, Ending Balance | $ | [1] | |
[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 June 30, 2023. |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares outstanding, beginning balance | shares | 17,176 |
Number of shares weighted average grant date fair value, beginning balance | $ / shares | $ 52.2 |
Number of shares outstanding, Awarded | shares | |
Number of shares weighted average grant date fair value, Awarded | $ / shares | |
Number of shares outstanding, Vested | shares | (8,588) |
Number of shares weighted average grant date fair value,Vested | $ / shares | $ 52.2 |
Number of shares outstanding, Canceled or expired | shares | (3,817,000) |
Number of shares weighted average grant date fair value, Canceled or forfeited | $ / shares | |
Number of shares outstanding, ending balance | shares | 4,771 |
Weighted Average Remaining Contractual Life (in Years), Outstanding Ending Balance | 10 months 17 days |
Aggregate Intrinsic Value, Outstanding Ending Balance | $ | $ 50 |
Number of shares weighted average grant date fair value, outstanding ending balance | $ / shares | $ 52.2 |
Equity Incentive Plans and Sh_3
Equity Incentive Plans and Share-Based Payments (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 12, 2022 | Dec. 11, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 1.4 | $ 1.4 | |||||
Compensation cost recognized, weighted average period | 2 years 1 month 6 days | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | 0.2 | $ 0.2 | |||||
Compensation cost recognized, weighted average period | 10 months 24 days | ||||||
Selling, General and Administrative Expenses [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share based compensation expenses | 0.2 | $ 0.2 | $ 0.4 | $ 0.3 | |||
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 | $ 0.1 | $ 0.4 | $ 0.2 | $ 0.8 | |||
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 | 152,301 | 152,301 | 137,500 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | 10 years for stock options issued under the 2021 Plan. | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Period Increase (Decrease) | 266,990 | 129,490 |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Interest Income (Expense), after Provision for Loan Loss [Abstract] | ||||
Interest expense | $ (32) | $ (3) | $ (33) | $ (7) |
Contract asset interest expense | (89) | (89) | (179) | (179) |
Interest income – related party | 40 | 53 | 94 | 110 |
Interest income – other | 2 | 1 | 4 | 5 |
Interest expense, net | $ (79) | $ (38) | $ (114) | $ (71) |
Interest Expense, net (Details
Interest Expense, net (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Contract asset | $ (179) | $ (358) |
Startup cost financing | 7,300 | $ 7,300 |
Maruho Co, Ltd. [Member] | Cutanea Acquisition Agreement [Member] | ||
Contract asset | 1,700 | |
Startup cost financing | $ 7,300 | |
Debt instrument stated percentage | 6% | |
Debt maturity date | Dec. 31, 2023 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income (loss) per common share: | ||||
Net income (loss) | $ (9,837) | $ (850) | $ (17,315) | $ 4,711 |
Shares: | ||||
Basic weighted average common shares outstanding | 1,360,739 | 941,175 | 1,359,894 | 898,444 |
Stock options and restricted stock units | 3,765 | |||
Diluted weighted average common shares outstanding | 1,360,739 | 941,175 | 1,359,894 | 902,209 |
Net earnings (loss) per share: | ||||
Basic | $ (7.23) | $ (0.90) | $ (12.73) | $ 5.24 |
Diluted | $ (7.23) | $ (0.90) | $ (12.73) | $ 5.22 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Common Stock Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 1,877,630 | 1,806,202 |
Common Stock Options and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 106,034 | 42,428 |
Unit Purchase Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 20,182 | 20,182 |
Schedule of Components of Lease
Schedule of Components of Lease Expense and Other Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Amortization of ROU assets (operating lease cost) | $ 265 | |
Interest on lease liabilities | 37 | |
Total lease expense | 302 | |
Operational cash flow used for operating leases | $ 293 | |
Weighted -average remaining lease term (in years) | 2 years 29 days | |
Weighted -average discount rate | 6.31% |
Schedule of Future Commitments
Schedule of Future Commitments and Sublease Income (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 270 |
2024 | 541 |
2025 | 350 |
Total future minimum lease payments | 1,161 |
Less imputed interest | (72) |
Total lease liability | $ 1,089 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease liability, current | $ 489 | $ 498 |
Operating lease liability, non-current | 600 | $ 848 |
Total | $ 1,089 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Nov. 29, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Product Liability Contingency [Line Items] | |||||
Lease option to extend | option to extend the term of the lease for one five (5) year period | ||||
Security deposit | $ 250,000 | $ 250,000 | |||
Start-up cost financing | 7,300,000 | 7,300,000 | $ 7,300,000 | ||
Settlement liability | $ 22,500,000 | ||||
Biofrontera AG [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Settlement liability | 6,100,000 | ||||
Loss contingency, receivable | 3,700,000 | 3,700,000 | 6,400,000 | ||
Licensing Agreement [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Licensing fee | 200,000 | ||||
Maximum [Member] | Licensing Agreement [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Sales milestone payments | $ 1,000,000 | $ 1,000,000 | |||
Royalties percentage related to royalties | 3% | 3% | |||
Xepi LSA [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Contractual Obligation | $ 2,000,000 | $ 2,000,000 | $ 4,000,000 | ||
Xepi LSA [Member] | Maximum [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Revenues | 25,000,000 | $ 50,000,000 | |||
Maruho Co, Ltd. [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Repayments of related party debt | $ 3,600,000 | ||||
Maruho Co, Ltd. [Member] | December 31, 2023 [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Start-up cost financing | 3,700,000 | 3,700,000 | |||
Facility Leases [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Security deposit | $ 100,000 | $ 100,000 |
Retirement Plan (Details Narrat
Retirement Plan (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Employee contributions description | The Company matches 50% of employee contributions up to a maximum of 6% of employees’ salary. | |||
Contribution cost | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Jun. 30, 2023 | Jun. 28, 2023 | Jun. 27, 2023 | Dec. 31, 2022 | Dec. 21, 2020 |
Subsequent Events [Abstract] | |||||
Common Stock, Shares Authorized | 15,000,000 | 15,000,000 | 300,000,000 | 15,000,000 | 15,000,000 |
Exercise price per share | $ 100 |