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Subsequent Events

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

Subsequent Events

17. Subsequent Events

We have completed an evaluation of subsequent events after the balance sheet date of September 30, 2025 through the date this Quarterly Report on Form 10-Q was submitted to the SEC and determined that the following material subsequent events required disclosure.

Closing of Strategic Transaction with Biofrontera AG

On October 20, 2025, the Company executed i) an Asset Purchase Agreement (the “Transfer Agreement”) and ii) an Earnout Agreement (the “Earnout Agreement”, and collectively with the Transfer Agreement, the “Agreements”), with the Biofrontera Group, pursuant to which the Company finalized the agreements to acquire the U.S. Rights to Ameluz® and RhodoLED®.

Pursuant to the terms of the Agreements, the Company will pay an earnout of 12% in years where Ameluz® revenues in the United States are less than $65.0 million and an earnout of 15% in years when Ameluz® revenues in the United States exceed $65.0 million. The earnout replaces a transfer pricing model under the Company’s Second A&R Ameluz LSA, which is now terminated pursuant to the Agreements.

On October 24, 2025, following execution of the Agreements, the Company closed the second tranche of 2,500 Series C Preferred Shares (the “Subsequent Closing”), the gross proceeds from which are $2.5 million before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Subsequent Closing to fund the acquisition and transfer costs associated with the Strategic Transaction and other general corporate purposes.

Nasdaq Compliance

As described further below, on each of November 4, 2025 and November 6, 2025, the Company received a notice (the “November 4 Notice” and the “November 6 Notice,” respectively) from Nasdaq notifying the Company that it has regained compliance with the continued listing requirements under Nasdaq Listing Rule 5550(b)(1) and Nasdaq Listing Rule 5550(a)(2).

Nasdaq Listing Rule 5550(b)(1)

In the November 4 Notice, Nasdaq notified the Company that, based on certain disclosures in the Current Report on Form 8-K filed by the Company on October 24, the Company is in compliance with the continued listing requirement under Nasdaq Listing Rule 5550(b)(1). However, the Company may be subject to delisting if the Company fails to evidence compliance with Rule 5550(b)(1) upon filing its next periodic report.

Nasdaq Listing Rule 5550(b)(2)

On May 8, 2025, the Company received a letter from Nasdaq notifying the Company that the listing of the Common Stock was not in compliance with Nasdaq Listing Rule 5550(a)(2) as the closing bid price of the Common Stock was less than $1.00 per share for the previous 33 consecutive business days.

The notice had no present impact on the listing or trading of the Company’s securities on Nasdaq. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until November 5, 2025, to regain compliance with the rule referred to in this paragraph.

In the November 6 Notice, Nasdaq notified the Company that, because the closing bid price of the Company’s common stock was $1.00 per share or greater for the preceding 11 consecutive business days, the Company has regained compliance with Listing Rule 5550(a)(2), and that this matter is now closed.

Xepi- Closing of Asset Purchase Agreement

On November 6, 2025 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “APA”) with Pelthos Therapeutics Inc., an unaffiliated party, providing for the sale of all of the assets relating to the Company’s product, Xepi® (ozenoxacin) cream.

The purchase price for the acquired assets is a maximum of $10.0 million, payable as follows:

1)	$3.0 million in cash, paid on the Closing Date;
2)	Subject to availability of certain commercial quantities of Xepi® and other terms and conditions of the APA, $1.0 million within thirty (30) days following the availability of such commercial quantities;
3)	The right to receive certain earnout consideration upon the achievement of the milestone events, as further described below:

	a)	$3.0 million upon the initial achievement of $10.0 million in annual net sales of Xepi®; and
	b)	$3.0 million upon the initial achievement of $15.0 million in annual net sales of Xepi®