UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Biofrontera
AG
|
(Name of
Issuer)
|
|
Ordinary Shares, nominal value €1.00
per share
(including Ordinary Shares represented by
American Depository Shares (ADSs) at a ratio of two Ordinary Shares per ADS)
|
(Title
of Class of Securities)
|
|
09075G105
**
|
(CUSIP
Number)
|
|
Rolf Birkert
Member of the Board
Ziegelhaeuser Landstrasse 1
69120 Heidelberg
Germany
+49 6221 649 24 – 35
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
November
19, 2021
|
(Date of
Event which Requires Filing of this Statement)
|
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
** The Ordinary Shares have no CUSIP number.
The CUSIP number for the ADSs, each representing two Ordinary Shares, is 09075G105.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1
|
NAMES OF REPORTING PERSONS
ABC Beteiligungen Aktiengesellschaft
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
WC (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,987,199
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
128,906
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,987,199 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Includes
618,187 shares and 831,330 American depositary shares (“ADSs”) (each representing
two shares) held by Deutsche Balaton Biotech AG (“DBB”), 4,084,941 shares held
by SPARTA AG (“SP”), 1,200 shares held by Heidelberger Beteiligungsholding AG
(“HDBH”), 2,141,275 shares held by Deutsche Balaton Aktiengesellschaft (“DB”)
and 8,350,030 shares held by Delphi Unternehmensberatung Aktiengesellschaft (“DU”)
pursuant to the Acting in Concert Agreement described herein. See Item 5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Deutsche Balaton Biotech AG
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
WC (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,987,199
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
2,280,847 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,987,199 (2)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95% (3)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Consists
of 618,187 shares and 831,330 ADSs (each representing two shares) held by DBB.
|
|
(2)
|
Includes
128,906 shares held by ABC Beteiligungen Aktiengesellschaft (“ABC”), 4,084,941
shares held by SP, 1,200 shares held by HDBH, 2,141,275 shares held by DB and 8,350,030 shares
held by DU pursuant to the Acting in Concert Agreement described herein. See Item 5,
herein.
|
|
(3)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
SPARTA AG
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
WC (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,987,199
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
4,084,941
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,987,199 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Includes
128,906 shares held by ABC, 618,187 shares and 831,330 ADSs (each representing two shares)
held by DBB, 1,200 shares held by HDBH, 2,141,275 shares held by DB and 8,350,030 shares
held by DU pursuant to the Acting in Concert Agreement described herein. See Item 5,
herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Heidelberger Beteiligungsholding AG
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
WC (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,987,199
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,200
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,987,199 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Includes
128,906 shares held by ABC, 618,187 shares and 831,330 ADSs (each representing two shares)
held by DBB, 4,084,941 shares held by SP, 2,141,275 shares held by DB and 8,350,030 shares
held by DU pursuant to the Acting in Concert Agreement described herein. See Item 5,
herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Ming Le Sports AG
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
WC (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Consists
of shares held directly by Ming Le Sports AG (“MLS”). See Item 5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Altech Advanced Materials AG
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
WC (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Consists
of shares held directly by Altech Advanced Materials AG (“AAM”). See Item 5,
herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Deutsche Balaton Aktiengesellschaft
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
WC, AF (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,989,199
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
8,639,169
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,989,199 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.9% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Includes
128,906 shares held by ABC, 618,187 shares and 831,330 ADSs (each representing two shares)
held by DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH and 8,350,030 shares
held by DU pursuant to the Acting in Concert Agreement described herein. Also includes 1,000
shares held MLS and 1,000 shares held by AAM, as to which DB disclaims beneficial ownership. DB
owns a majority interest in each of MLS and AAM. See Item 5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
VV Beteiligungen Aktiengesellschaft
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
AF (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
8,639,169
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
8,639,169
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,639,169 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.2% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Consists
of 128,906 shares held by ABC, 618,187 shares and 831,330 ADSs (each representing two shares)
held by DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH, 1,000 shares held by
MLS and 1,000 shares held by AAM, as to which VV Beteiligungen Aktiengesellschaft (“VVB”)
disclaims beneficial ownership. VVB owns a majority interest in DB. DB owns a majority interest
in each of ABC, DBB, SP, HDBH, MLS and AAM. Also consists of 2,141,275 shares held by DB.
VVB owns a majority interest in DB. VVB disclaims beneficial ownership over the shares of
DB that it holds in excess of 45% voting power pursuant to the Non-Domination Agreement described
herein. See Item 5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Strawtec Group AG
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
WC (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Consists
of shares held directly by Strawtec Group AG (“SG”). See Item 5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Delphi Unternehmensberatung Aktiengesellschaft
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
WC, AF, OO (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,990,199
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
16,990,199
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,990,199 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95% (2)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Includes
128,906 shares held by ABC, 618,187 shares and 831,330 ADSs (each representing two shares)
held by DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH, 2,141,275 shares held
by DB and 8,350,030 shares held by DU pursuant to the Acting in Concert Agreement described
herein. Also includes 1,000 shares held by MLS, 1,000 shares held by AAM and 1,000 shares
held by SG, as to which DU disclaims beneficial ownership. DU owns a majority
interest in VVB and SG. VVB owns a majority interest in DB. VVB disclaims beneficial ownership
over the shares of DB in excess of 45% of DB’s voting power pursuant to the Non-Domination
Agreement described herein. DB owns a majority interest in each of MLS and AAM. See Item
5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Wilhelm Konrad Thomas Zours
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
AF (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,990,199
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
16,990,199
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,990,199 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.95% (2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Consists
of 128,906 shares held by ABC, 618,187 shares and 831,330 ADSs (each representing two shares)
held by DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH, 1,000 shares held by
MLS, 1,000 shares held by AAM, 2,141,275 shares held by DB, 1,000 shares held by SG and 8,350,030
shares held by DU. DB owns a majority interest in each of ABC, DBB, SP, HDBH, MLS
and AAM. VVB owns a majority interest in DB, but VVB disclaims beneficial ownership over
the shares of DB in excess of 45% of DB’s voting power pursuant to the Non-Domination
Agreement described herein. DU owns a majority interest in VVB and SG. Wilhelm Konrad Thomas
Zours, an individual, owns a majority interest in DU and is the sole member of the boards
of management of VVB and DU and therefore has voting and dispositive power over the shares
held by ABC, DBB, SP, HDBH, MLS, AAM, DB, SG and DU. Mr. Zours disclaims beneficial ownership
of such shares, except to the extent of his pecuniary interest therein. See Item 5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Rolf Birkert
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
AF (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
8,639,169
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
8,639,169
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,639,169 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.2% (2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Consists
of 128,906 shares held by ABC, 618,187 shares and 831,330 ADSs (each representing two shares)
held by DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH, 1,000 shares held by
MLS, 1,000 shares held by AAM and 2,141,275 shares held by DB. DB owns a majority interest
in each of ABC, DBB, SP, HDBH, MLS and AAM. Rolf Birkert, in his capacity as a member of
the board of management of ABC, DBB and DB, has voting and dispositive power over the shares
held by ABC, DBB, SP, HDBH, MLS, AAM and DB. Mr. Birkert disclaims beneficial ownership of
the shares held by ABC, DBB, SP, HDBH, MLS, AAM and DB, except to the extent of his pecuniary
interest therein. See Item 5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Hansjörg Plaggemars
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
AF (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
2,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Consists
of 1,000 shares held by AAM and 1,000 shares held by SG. Hansjörg Plaggemars, in his
capacity as a member of the boards of management of SG and AAM, has voting and dispositive
power over the shares held by SG and AAM. Mr. Plaggemars disclaims beneficial ownership of
the shares held by SG and AAM, except to the extent of his pecuniary interest therein. See
Item 5, herein. Does not include 3,500 shares owned by Mr. Plaggemars’s wife
and held in her personal account, as to which Mr. Plaggemars disclaims beneficial ownership.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Ralph Bieneck
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
AF (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,200
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,200
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Consists
of 1,200 shares held by HDBH. Ralph Bieneck, in his capacity as a member of the board of
management of HDBH, has voting and dispositive power over the shares held by HDBH. Mr. Bieneck
disclaims beneficial ownership of the shares HDBH, except to the extent of his pecuniary
interest therein. See Item 5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
1
|
NAMES OF REPORTING PERSONS
Andreas Danner
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
AF (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% (2)
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Consists
of 1,000 shares held by MLS. Andreas Danner, in his capacity as a member of the board of
management of MLS, has voting and dispositive power over the shares held by MLS. Mr. Danner
disclaims beneficial ownership of the shares MLS, except to the extent of his pecuniary interest
therein. See Item 5, herein.
|
|
(2)
|
Based
upon 56,717,385 shares outstanding as reported in the Issuer’s Form 6-K filed on November
18, 2021.
|
Item 1. Security and Issuer
This statement on Schedule 13D, as amended (the
“Schedule 13D”) relates to the ordinary shares, nominal value €1.00 per share (the “Ordinary Shares”), of
Biofrontera AG (the “Issuer”). The principal executive offices of the Issuer are located at Hemmelrather Weg 201, D-51377
Leverkusen, Germany.
Item 2. Identity and Background
|
(a)
|
This
Schedule 13D is being filed by ABC Beteiligungen Aktiengesellschaft (“ABC”),
Deutsche Balaton Biotech AG (“DBB”), SPARTA AG (“SP”), Heidelberger
Beteiligungsholding AG (“HDBH”), Ming Le Sports AG (“MLS”), Altech
Advanced Materials AG (“AAM”), Deutsche Balaton Aktiengesellschaft (“DB”),
VV Beteiligungen Aktiengesellschaft (“VVB”), Strawtec Group AG (“SG”),
Delphi Unternehmensberatung Aktiengesellschaft (“DU”), Wilhelm Konrad Thomas
Zours, Rolf Birkert, Hansjörg Plaggemars, Ralph Bieneck and Andreas Danner, which are
collectively referred to as the “Reporting Persons”. ABC, DBB, SP,
HDBH, MLS, AAM, DB, VVB, SG and DU are collectively referred to as the “Reporting
Entities”, Messrs. Zours, Birkert, Plaggemars, Bieneck and Danner are collectively
referred to as the “Reporting Individuals”, and ABC, DB, SP, HDBH, DB and DU
are collectively referred to as the “Pool Members”.
|
|
(b)
|
The
address of the principal business office of each Reporting Entity (other than AAM) and each
Scheduled Person (as defined below) is Ziegelhäuser Landstrasse 1, Heidelberg, Germany,
69120. The address of the principal business office of AAM is Ziegelhäuser Landstrasse
3, Heidelberg, Germany, 69120.
|
|
(c)
|
The
principal business of each of Reporting Entity (other than MLS, SG and DU) is to hold and
dispose of equity and equity-related investments. The principal business activities of MLS
are the manufacturing, sale and distribution of shoes, clothes, accessories and sporting
goods, research and development related to these products and holding and disposing of equity
and equity-related investments. The principal business activities of SG are developing, trading,
manufacturing and renting machines for the production of building materials, developing,
distributing and producing building materials and holding and disposing of equity and equity-related
investments. The principal business of DU is to provide consulting services and to hold and
dispose of equity and equity-related investments. DB owns a majority interest in each of
ABC, DBB, SP, HDBH, MLS and AAM; VVB owns a majority interest in DB; and DU owns a majority
interest in VVB and SG. Wilhelm Konrad Thomas Zours, an individual, owns a majority interest
in DU and is the sole member of the boards of management of VVB and DU. Rolf Birkert is a
member of the board of management of ABC, DBB and DB. Ralph Bieneck is a member of the board
of management of HDBH. Andreas Danner is a member of the board of management of MLS. Hansjörg
Plaggemars is a member of the boards of management of SG and AAM.
|
|
(d)
|
–
(e) During the past five years, none of the Reporting Persons or Scheduled Persons has been,
and to their respective knowledge, none of the Scheduled Persons has been (i) convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
|
|
(f)
|
The
Reporting Entities are each organized under the laws of Germany. Each of the Reporting Individuals
(other than Mr. Plaggemars) are citizens of Germany. Mr. Plaggemars is a citizen of the United
States.
|
The name, present business address,
present principal occupation, and place of citizenship of the member(s) of the Board of Management of each of the Reporting Entities
is set forth on Schedule 1 (collectively, the “Scheduled Persons,” and each a “Scheduled Person”), and is incorporated
herein by reference.
Item 3. Source and Amount of Funds or Other
Consideration
As of November 19, 2021, the Reporting Persons
have invested in the Issuer as follows:
ABC
|
€724,107
(including brokerage commissions to the extent known) in the Ordinary Shares of the Issuer
|
DBB
|
€2,491,361
(including brokerage commissions to the extent known) in the Ordinary Shares and €10,637,475 (including brokerage commissions)
in American depositary shares (“ADSs”) of the Issuer
|
SP
|
€24,413,057
(including brokerage commissions to the extent known) in the Ordinary Shares of the Issuer
|
HDBH
|
€5,300
(including brokerage commissions) in the Ordinary Shares of the Issuer
|
MLS
|
€7,948
(including brokerage commissions) in the Ordinary Shares of the Issuer
|
AAM
|
€7,950
(including brokerage commissions) in the Ordinary Shares of the Issuer
|
DB
|
€6,556,709
(including brokerage commissions) in the Ordinary Shares of the Issuer
|
SG
|
€7,955
(including brokerage commissions) in the Ordinary Shares of the Issuer
|
DU
|
€44,031,996
(excluding brokerage commissions) in the Ordinary Shares of the Issuer
|
Neither VVB nor any of the Reporting Individuals
own shares in their individual capacity.
In the case of the Reporting Entities set forth
in the table above (other than DU), the source of such funds was the general working capital of each such purchaser respectively. In
the case of DU, the source of such funds was the general working capital of DU, including proceeds from a private placement of the convertible
bonds.
Item 4. Purpose of Transaction
The purpose of the transactions in securities
described in this Schedule 13D is investment.
The Reporting Persons, in the aggregate, own
approximately 29.95% of the outstanding shares of the Issuer and do not intend to own 30% or more of the outstanding shares of the Issuer.
Subject to the foregoing limitation, the Reporting Entities (other than the Reporting Individuals and VVB) currently intend to acquire
additional voting securities of the Issuer, or instruments convertible into voting securities of the Issuer to the extent possible at
reasonable prices in order to maintain their current ownership positions. Any such acquisitions may be effected through open market purchases,
block trades, privately-negotiated transactions, subscriptions made pursuant to rights offerings by the Issuer, or otherwise (including
the exercise of any options or other securities exercisable for, or convertible into, any such securities of the Issuer). The Reporting
Individuals and VVB do not intend to acquire securities of the Issuer. The Reporting Persons (other than the Reporting Individuals
and VVB) may also dispose of voting securities of the Issuer from time to time. Any such dispositions may be effected through open market
sales, block trades, privately-negotiated transactions, or otherwise.
On July 6, 2021, the Issuer announced that its
US-subsidiary Biofrontera Inc. intends to raise capital by means of an initial public offering and a stock exchange listing in the United
States (“IPO”).
On September 19, 2021, the Pool Members requested
to call a general shareholders meeting of the Issuer with regard to the intended IPO of Biofrontera Inc. and proposed to elect a special
auditor concerning the circumstances of the IPO. On October 5, 2021, the Pool Members applied for authorization by the local court of
Cologne to call a general shareholders meeting of the Issuer and also to authorize the Pool Members to publish and therewith put such
proposals to the agenda of the next shareholders meeting of the Issuer.
On October 13, 2021, the Pool Members applied for calling a general meeting
and an amendment to the agenda of the next shareholders meeting of the Issuer and proposed to vote against the IPO of Biofrontera Inc.
and to elect a special auditor regarding the circumstances of the intended IPO. Such application is now pending with the local court of
Cologne.
On November 2, 2021, the Issuer announced that
at the closing of the IPO, Biofrontera Inc. placed 3,600,000 Units consisting of (i) one share of Biofrontera Inc. common stock and (ii)
one warrant entitling the holder to purchase one additional share of Biofrontera Inc. common stock at an exercise price of $5.00. The
underwriters exercised in full their option to purchase up to an additional 540,000 warrants to cover over-allotments. Each warrant has
expires five years after the date of issuance. The gross proceeds to Biofrontera Inc. from the offering, before deducting the underwriting
discounts and commissions and offering expenses, amount to approximately $18,000,000.
On November 19, 2021, the Issuer announced the
results of the mediation proceedings with Mr. Wilhelm K. T. Zours and DB. In the course of the mediation process, an agreement (the “Settlement
Agreement”) was entered among each of the Reporting Entities, Maruho Deutschland GmbH (“Maruho”), Mr. Zours and the
Issuer. Pursuant to the Settlement Agreement, (i) the Reporting Entities and Maruho agreed to vote in favor of the election of the following
candidates in the upcoming Annual General Meeting: Dr. Heikki Lanckriet; Dr. Helge Lubenow; Mrs. Prof. Franca Ruhwedel; Mr Karlheinz
Schmelig; Dr. Jörgen Tielmann; and Mr Wilhelm K. T. Zours, and (ii) the Issuer, DB, DU and ABC agreed to withdraw outstanding lawsuits.
Mr. Zours has declared his willingness to stand for election as Chairman of the Supervisory Board. The Settlement Agreement also provides
that the authorized capital resolved by the Annual General Meeting of the Issuer on May 24, 2017 under agenda item 6, which is the subject
of a pending action for rescission, and which would in any case be limited until May 23, 2022, is not to be used even after the withdrawal
of the action.. The Settlement Agreement does not include a review regarding the background of the IPO of Biofrontera Inc. The terms
of the Settlement Agreement are subject to the condition precedent that the aforementioned candidates are elected to the Supervisory
Board of the Issuer by no later than December 31, 2021.
In order to ensure that the Issuer will be able to
raise further capital in the future, on November 26, 2021 DB submitted with the Issuer an amendment to the agenda of the annual general
meeting to be held on December 14, 2021 with the proposals to adopt authorized capital and contingent capital. DB proposed a maximum authorized
capital of 50% of the current share capital as well as a maximum contingent capital of 50% of the current share capital, both valid for
five years.
On November 26, 2021, the Pool Members withdrew the
proposal to elect a special auditor regarding the circumstances of the intended IPO.
Except as set forth above, the Reporting Persons
have no current plans or proposals with respect to (i) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization,
or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries, (iv) any change in the present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change
in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s
business or corporate structure, (vii) changes to the Issuer’s organizational documents or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar
to any of the foregoing.
Item 5. Interest in Securities of the Issuer
|
(a)
|
Of
the aggregate 16,990,199 shares reported in this Schedule 13D (representing 29.95% of the
Issuer’s Ordinary Shares), the Reporting Persons hold as follows:
|
Reporting Person
|
|
Shares
|
|
|
Beneficial Ownership %
|
|
ABC
|
|
|
128,906
|
|
|
|
29.95
|
%
|
DBB
|
|
|
2,280,847
|
(1)
|
|
|
29.95
|
%
|
SP
|
|
|
4,084,941
|
|
|
|
29.95
|
%
|
HDBH
|
|
|
1,200
|
|
|
|
29.95
|
%
|
MLS
|
|
|
1,000
|
|
|
|
0.0
|
%
|
AAM
|
|
|
1,000
|
|
|
|
0.0
|
%
|
DB
|
|
|
2,141,275
|
|
|
|
29.95
|
%
|
VVB
|
|
|
0
|
|
|
|
15.2
|
%
|
SG
|
|
|
1,000
|
|
|
|
0.0
|
%
|
DU
|
|
|
8,350,030
|
|
|
|
29.95
|
%
|
Wilhelm Konrad Thomas Zours
|
|
|
0
|
|
|
|
29.95
|
%
|
Rolf Birkert
|
|
|
0
|
|
|
|
15.2
|
%
|
Hansjörg Plaggemars
|
|
|
0
|
|
|
|
0.0
|
%
|
Ralph Bieneck
|
|
|
0
|
|
|
|
0.0
|
%
|
Andreas Danner
|
|
|
0
|
|
|
|
0.0
|
%
|
|
(1)
|
Consists of 618,187 shares
and 831,330 ADSs (each representing two shares).
|
DB owns a majority interest in each
of ABC, DBB, SP, HDBH, MLS and AAM, and therefore has voting and dispositive power over the shares held by ABC, DBB, SP, HDBH, MLS and
AAM.
VVB owns a majority interest in DB,
and therefore has voting and dispositive power over the shares held by DB.
DU owns a majority interest in VVB
and SG, and therefore has voting and dispositive power over the shares held by VVB and SG.
Wilhelm Konrad Thomas Zours, does not
own any shares in his individual capacity. Mr. Zours owns a majority interest in DU and is the sole member of the boards of management
of VVB and DU and therefore has voting and dispositive power over the shares held by the Reporting Entities (other than VVB, which owns
no shares).
Rolf Birkert does not own any shares
in his individual capacity. Mr. Birkert is a member of the boards of management of ABC, DBB and DB, and therefore has voting and dispositive
power over the shares held by ABC, DBB, SP, HDBH, MLS, AAM and DB.
Hansjörg Plaggemars does not own
any shares in his individual capacity. Mr. Plaggemars is as a member of the boards of management of SG and AAM, and therefore has voting
and dispositive power over the shares held by SG and AAM.
Ralph Bieneck does not own any shares
in his individual capacity. Mr. Bieneck is a member of the board of management of HDBH, and therefore has voting and dispositive power
over the shares held by HDBH.
Andreas Danner does not own any shares
in his individual capacity. Mr. Danner is a member of the board of management of MLS, and therefore has voting and dispositive power
over the shares held by MLS.
For the reasons set forth above, each
of DB, VVB, DU, Wilhelm Konrad Thomas Zours and Rolf Birkert may be deemed to have beneficial ownership with respect to the shares held
by ABC, DBB, SP, HDBH, MLS and AAM and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary
interest therein.
For the reasons set forth above, each
of VVB, DU, Wilhelm Konrad Thomas Zours and Rolf Birkert may be deemed to have beneficial ownership with respect to all shares held by
DB and disclaim beneficial ownership of such shares, except to the extent of their respective pecuniary interests therein.
For the reasons set forth above, DU
and Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by SG and disclaim beneficial
ownership of such shares, except to the extent of their respective pecuniary interests therein.
For the reasons set forth above, Wilhelm Konrad Thomas Zours
may be deemed to have beneficial ownership with respect to all shares held by DU and disclaims beneficial ownership of such shares, except
to the extent of his pecuniary interest therein.
Pursuant to a non-domination agreement
between VVB and DB (the “Non-Domination Agreement”), VVB has agreed that it cannot exercise voting control (through voting
more than 45%, directly or indirectly, of the shares) over DB, and therefore VVB disclaims beneficial ownership over the shares it holds
in excess of 45% voting power.
On January 28, 2020, each of the Pool
Members entered into an acting-in-concert agreement (the “Acting in Concert Agreement”). Pursuant to the Acting in Concert
Agreement, each party agrees to exercise their voting rights (or abstain therefrom) in accordance with the terms thereof. Therefore,
each Pool Member has voting power over the shares held by the other Pool Member.
All percentages set forth in this Schedule
13D are based upon 56,717,385 Ordinary Shares outstanding, as reported in the Issuer’s Form 6-K filed on November 18, 2021 and
calculated in accordance with Rule 13d-3 under the Exchange Act of 1934, as amended.
|
(b)
|
Number
of shares as to which each Reporting Person has:
|
|
(i)
|
Sole
power to vote or to direct the vote of:
|
ABC
|
|
|
0
|
|
DBB
|
|
|
0
|
|
SP
|
|
|
0
|
|
HDBH
|
|
|
0
|
|
MLS
|
|
|
0
|
|
AAM
|
|
|
0
|
|
DB
|
|
|
0
|
|
VVB
|
|
|
0
|
|
SG
|
|
|
0
|
|
DU
|
|
|
0
|
|
Wilhelm Konrad Thomas Zours
|
|
|
0
|
|
Rolf Birkert
|
|
|
0
|
|
Hansjörg Plaggemars
|
|
|
0
|
|
Ralph Bieneck
|
|
|
0
|
|
Andreas Danner
|
|
|
0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote of:
|
ABC
|
|
|
16,987,199
|
(1)
|
DBB
|
|
|
16,987,199
|
(1)
|
SP
|
|
|
16,987,199
|
(1)
|
HDBH
|
|
|
16,987,199
|
(1)
|
MLS
|
|
|
1,000
|
|
AAM
|
|
|
1,000
|
|
DB
|
|
|
16,989,199
|
(1)
(2)
|
VVB
|
|
|
8,639,169
|
(3)
|
SG
|
|
|
1,000
|
|
DU
|
|
|
16,990,199
|
(1)
(4)
|
Wilhelm Konrad Thomas Zours
|
|
|
16,990,199
|
(5)
|
Rolf Birkert
|
|
|
8,639,169
|
(6)
|
Hansjörg Plaggemars
|
|
|
2,000
|
(7)
|
Ralph Bieneck
|
|
|
1,200
|
(8)
|
Andreas Danner
|
|
|
1,000
|
(9)
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
ABC
|
|
|
0
|
|
DBB
|
|
|
0
|
|
SP
|
|
|
0
|
|
HDBH
|
|
|
0
|
|
MLS
|
|
|
0
|
|
AAM
|
|
|
0
|
|
DB
|
|
|
0
|
|
VVB
|
|
|
0
|
|
SG
|
|
|
0
|
|
DU
|
|
|
0
|
|
Wilhelm Konrad Thomas Zours
|
|
|
0
|
|
Rolf Birkert
|
|
|
0
|
|
Hansjörg Plaggemars
|
|
|
0
|
|
Ralph Bieneck
|
|
|
0
|
|
Andreas Danner
|
|
|
0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
ABC
|
|
|
128,906
|
|
DBB
|
|
|
2,280,847
|
(10)
|
SP
|
|
|
4,084,941
|
|
HDBH
|
|
|
1,200
|
|
MLS
|
|
|
1,000
|
|
AAM
|
|
|
1,000
|
|
DB
|
|
|
8,639,169
|
(2)
|
VVB
|
|
|
8,639,169
|
(3)
|
SG
|
|
|
1,000
|
|
DU
|
|
|
16,990,199
|
(4)
|
Wilhelm Konrad Thomas Zours
|
|
|
16,990,199
|
(5)
|
Rolf Birkert
|
|
|
8,639,169
|
(6)
|
Hansjörg Plaggemars
|
|
|
2,000
|
(7)
|
Ralph Bieneck
|
|
|
1,200
|
(8)
|
Andreas Danner
|
|
|
1,000
|
(9)
|
|
(1)
|
Pursuant
to the Acting in Concert Agreement, each of the Pool Members agrees to exercise their voting
rights (or abstain therefrom) in accordance with the terms thereof. Includes 128,906
shares held by ABC, 618,187 shares and 831,330 ADSs (each representing two shares) held by
DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH, 2,141,275 shares held by DB
and 8,350,030 shares held by DU.
|
|
(2)
|
Includes
1,000 shares held by MLS and 1,000 shares held by AAM, as to which DB disclaims beneficial
ownership. DB owns a majority interest in each of MLS and AAM.
|
|
(3)
|
Includes
128,906 shares held by ABC, 618,187 shares and 831,330 ADSs (each representing two shares)
held by DBB, 4,084,941 shares held by SP, 1,200 shares held by HDBH, 1,000 shares held by
MLS and 1,000 shares held by AAM, as to which VVB disclaims beneficial ownership. DB
owns a majority interest in each of ABC, DBB, SP, HDBH,MLS and AAM. Includes 2,141,275
shares held by DB. VVB disclaims beneficial ownership over the shares of DB that it holds
in excess of 45% voting power pursuant to the Non-Domination Agreement described herein. VVB
owns a majority interest in DB.
|
|
(4)
|
Includes
1,000 shares held by MLS, 1,000 shares held by AAM, 2,141,275 shares held by DB and 1,000
shares held by SG, as to which DU disclaims beneficial ownership. VVB owns a majority interest
in DB. VVB disclaims beneficial ownership over the shares of DB that it holds in excess of
45% voting power pursuant to the Non-Domination Agreement described herein. DU owns
a majority interest in VVB and SG. DB owns a majority interest in each of ABC,
DBB, SP, HDBH, MLS and AAM.
|
|
(5)
|
Wilhelm
Konrad Thomas Zours, an individual, owns a majority interest in DU and is the sole member
of the boards of management of VVB and DU and therefore has voting and dispositive power
over the shares held by ABC, DBB, SP, HDBH, MLS, AAM, DB, SG and DU.
|
|
(6)
|
Rolf
Birkert, in his capacity as member of the boards of management of ABC, DB and DBB, has voting
and dispositive power over the shares held by ABC, DBB, SP, HDBH, MLS, AAM and DB.
|
|
(7)
|
Hansjörg
Plaggemars, in his capacity as a member of the boards of management of SG and AAM, has voting
and dispositive power over the shares held by SG and AAM.
|
|
(8)
|
Ralph
Bieneck, in his capacity as a member of the board of management of HDBH, has voting and dispositive
power over the shares held by HDBH.
|
|
(9)
|
Andreas
Danner, in his capacity as a member of the board of management of MLS, has voting and dispositive
power over the shares held by MLS.
|
|
(10)
|
Consists
of 618,187 shares and 831,330 ADSs (each representing two shares) held by DBB.
|
|
(c)
|
During
the past sixty days, the Reporting Persons have conducted transactions in the shares as reflected
on Schedule 2.
|
(d) – (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The description of the Settlement Agreement set
forth in Item 4 is incorporated into this Item 6 by reference.
Item 7. Material to Be Filed as Exhibits
99.1
|
|
Joint
Filing Agreement.
|
99.2
|
|
Acting
in Concert Agreement, dated January 28, 2019, by and among ABC Beteiligungen Aktiengesellschaft, Deutsche Balaton Biotech AG, Prisma
Equity AG, SPARTA AG, Heidelberger Beteiligungsholding AG, Deutsche Balaton Aktiengesellschaft and Delphi Unternehmensberatung Aktiengesellschaft
(English translation) (incorporated by reference to Exhibit 99.3 to Amendment No. 9 to Schedule 13D, filed by the Reporting Persons
with respect to Biofrontera AG on February 3, 2020).
|
99.3
|
|
Power
of Attorney (incorporated by reference to Exhibit 99.4 to Amendment No. 9 to Schedule 13D, filed by the Reporting Persons with respect
to Biofrontera AG on February 3, 2020).
|
99.4*
|
|
Agreement About the Settlement of Litigations, dated November 19, 2021, by and among Biofrontera AG, Mr. Wilhelm K. T. Zours, Deutsche Balaton AG, Delphi Unternehmensberatung AG, VV Beteiligungen AG, ABC Beteiligungen Aktiengesellschaft, Deutsche Balaton Biotech AG, SPARTA AG, Strawtec Group AG, Heidelberger Beteiligungsholding AG, Altech Advanced Materials AG, Ming Le Sports AG and Maruho Deutschland GmbH.
|
* Redacted pursuant to a confidential treatment request under Securities
Act Rule 406 and Exchange Act Rule 24b-2.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 29, 2021
|
ABC BETEILIGUNGEN
AKTIENGESELLSCHAFT
|
|
|
|
|
By:
|
/s/
Rolf Birkert
|
|
|
Rolf Birkert
|
|
|
|
|
DEUTSCHE BALATON
BIOTECH AG
|
|
|
|
|
By:
|
/s/
Rolf Birkert
|
|
|
Rolf Birkert
|
|
|
|
|
PRISMA EQUITY
AG
|
|
|
|
|
By:
|
/s/
Rolf Birkert
|
|
|
Rolf Birkert
|
|
|
|
|
SPARTA AG
|
|
|
|
|
By:
|
/s/
Philipp Wiedmann
|
|
|
Philipp Wiedmann
|
|
|
|
|
By:
|
/s/
Eva Katheder
|
|
|
Eva Katheder
|
|
|
|
|
HEIDELBERGER
BETEILIGUNGSHOLDING AG
|
|
|
|
|
By:
|
/s/
Ralph Bieneck
|
|
|
Ralph Bieneck
|
|
|
|
|
MARNA BETEILIGUNGEN
AG
|
|
|
|
|
By:
|
/s/
Hansjörg Plaggemars
|
|
|
Hansjörg Plaggemars
|
|
|
|
|
MING LE SPORTS
AG
|
|
|
|
|
By:
|
/s/
Andreas Danner
|
|
|
Andreas Danner
|
|
|
|
|
ALTECH ADVANCED
MATERIALS AG
|
|
|
|
|
By:
|
/s/
Hansjörg Plaggemars
|
|
|
Hansjörg Plaggemars
|
|
|
|
|
DEUTSCHE BALATON AKTIENGESELLSCHAFT
|
|
|
|
|
By:
|
/s/
Rolf Birkert
|
|
|
Rolf Birkert
|
|
VV BETEILIGUNGEN AKTIENGESELLSCHAFT
|
|
|
|
|
By:
|
*
|
|
|
Wilhelm Konrad Thomas Zours
|
|
|
|
|
STRAWTEC GROUP AG
|
|
|
|
|
By:
|
/s/ Hansjörg
Plaggemars
|
|
|
Hansjörg Plaggemars
|
|
|
|
|
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT
|
|
|
|
|
By:
|
*
|
|
|
Wilhelm Konrad Thomas Zours
|
|
|
|
Hansjörg
Plaggemars
|
|
|
|
/s/
Hansjörg Plaggemars
|
|
|
|
|
RALPH BIENECK
|
|
|
|
/s/
Ralph Bieneck
|
|
|
|
|
ANDREAS DANNER
|
|
|
|
/s/
Andreas Danner
|
|
|
|
|
ROLF BIRKERT
|
|
|
|
/s/
Rolf Birkert
|
|
WILHELM KONRAD THOMAS ZOURS
|
|
|
|
|
*
|
* By:
|
/s/ Philipp Wiedmann
|
|
|
|
|
Name: Philipp Wiedmann
|
|
|
|
|
Title: Attorney-in-fact
|
|
|
|
|
|
|
|
|
Schedule 1
Members of Management of the Reporting Persons
The sole member of the Board of Management of
each of ABC and DBB is Rolf Birkert. The members of the Board of Management of SP are Eva Katheder and Philipp Wiedmann. The sole member
of the Board of Management of HDBH is Ralph Bieneck. The sole member of the Board of Management of each of SG and AAM is Hansjörg
Plaggemars. Sole member of the Board of Management of MLS is Andreas Danner. The members of the Board of Management of DB are Rolf Birkert
and Alexander Link. The sole member of the Board of Management of each of VVB and DU is Wilhelm Konrad Thomas Zours.
The following table sets forth the name, present occupation or employment
and citizenship of each such person.
Name
|
|
Present
Business Address
|
|
Present
Occupation
|
|
Citizenship
|
Rolf Birkert
|
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany
|
|
Member of the Board of DB
|
|
Germany
|
Alexander Link
|
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany
|
|
Member of the Board of DB
|
|
Germany
|
Eva Katheder
|
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany
|
|
Member of the Board of SP
|
|
Germany
|
Philipp Wiedmann
|
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany
|
|
Member of the Board of SP
|
|
Germany
|
Hansjörg Plaggemars
|
|
Ziegelhaeuser Landstrasse 3,
69120 Heidelberg, Germany
|
|
Member of the Board of AAM
|
|
United States
|
Ralph Bieneck
|
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany
|
|
Sole Member of the Board of HDBH
|
|
Germany
|
Andreas Danner
|
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany
|
|
Sole Member of the Board of MLS
|
|
Germany
|
Wilhelm Konrad Thomas Zours
|
|
Ziegelhaeuser Landstrasse 1,
69120 Heidelberg, Germany
|
|
Sole Member of the Board of DU
|
|
Germany
|
Schedule 2
None.
27
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