--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-019340" form_type: "8-K" ticker: "BFRI" cik: "0001858685" company_name: "Biofrontera Inc." filed_at: "2023-05-26T23:59:59+00:00" generated_at: "2026-06-14T13:25:59.484214+00:00" event_type: "leadership" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Biofrontera names Hermann Luebbert CEO; director Loretta Wedge resigns citing board disputes ## Summary - Appointed Hermann Luebbert (Executive Chairman) as CEO, succeeding Erica Monaco; Luebbert remains Chairman. - Erica Monaco receives $450K severance (less May 8–26 salary), paid through Jan 2024 then lump sum; 1-yr non-compete. - Director Loretta Wedge resigned May 22, citing disagreements on management transition and strategic direction; company disputes her claims. - Nasdaq non-compliance for audit committee composition cured by appointing John Borer to audit committee as financial expert. - Shareholders approved reverse stock split (1:5 to 1:25) and proportional authorized share reduction; board may implement by Aug 23, 2023. ## SEC filing metadata - accession: 0001493152-23-019340 - form_type: 8-K - ticker: BFRI - cik: 0001858685 - company_name: Biofrontera Inc. - filed_at: 2023-05-26T23:59:59+00:00 - event_type: leadership - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 3.01, 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1858685/000149315223019340/0001493152-23-019340-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1858685/000149315223019340/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-019340 - JSON: https://secwatch.observer/filing/0001493152-23-019340.json - Plain text: https://secwatch.observer/filing/0001493152-23-019340.txt ## Key facts - Listing & Compliance Notices Biofrontera Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605(c)(2)(A)). - Exchange: nasdaq - Notice: deficiency notice - Deficiency: audit committee - Rules: 5605(c)(2)(A) source text: May 23, 2023, Biofrontera Inc. (the “Company”) notified Nasdaq that, as a result of the resignation of Loretta Wedge as a member of the Board of Directors (the “Board”) of the Company and as chairperson of the Audit Committee, as described below, the Company was no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires that the audit committee of a listed company be composed of at least three independent directors and that at least one member of the audit committee is a financial expert. On May 25, 2023, John Borer, a member of the Board, was appointed to the audit committ evidence_url: https://www.sec.gov/Archives/edgar/data/1858685/000149315223019340/0001493152-23-019340-index.htm - Executive change Hermann Luebbert was appointed as Chief Executive Officer at Biofrontera Inc.. - Action: appointed - Role: Chief Executive Officer source text: On May 25, 2023, the Board appointed Hermann Luebbert, the Company’s current Executive Chairman, to succeed Erica Monaco as the Company’s Chief Executive Officer as part of the transition of management responsibilities following the resignation of Ms. Monaco previously reported by the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1858685/000149315223019340/0001493152-23-019340-index.htm - Executive change Erica Monaco resigned as Chief Executive Officer at Biofrontera Inc.. - Action: resigned - Role: Chief Executive Officer source text: Ms. Monaco would step down as Chief Executive Officer effective on May 26, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1858685/000149315223019340/0001493152-23-019340-index.htm - Executive change Loretta Wedge resigned as Director at Biofrontera Inc.. - Action: resigned - Role: Director source text: On May 22, 2023, the Company received a letter (the “Resignation Letter”) from Loretta Wedge tendering her resignation as a member of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1858685/000149315223019340/0001493152-23-019340-index.htm - Shareholder Votes Biofrontera Inc. shareholders approved Approval of proposal to adjourn the Special Meeting to a later date to permit further solicitation and vote of proxies in the event there are insufficient votes for the approval of the reverse stock split at the 2023-05-22 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-05-22 source text: For Against Abstain Broker Non-Votes 14,804,169 734,168 35,233 0 As a result, the proposal was approved by a majority of the votes cast at the meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1858685/000149315223019340/0001493152-23-019340-index.htm - Shareholder Votes Biofrontera Inc. shareholders approved Approval of amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split and decrease authorized shares at the 2023-05-22 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-05-22 source text: For Against Abstain Broker Non-Votes 14,255,445 1,295,688 22,437 0 As a result, the Amendment was duly approved by the Company’s stockholders evidence_url: https://www.sec.gov/Archives/edgar/data/1858685/000149315223019340/0001493152-23-019340-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.