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NOTICE TO HOLDERS OF AMERICAN DEPOSITARY SHARES (“ADSs”) EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS (“ADRs”) REPRESENTING DEPOSITED ORDINARY SHARES OF: BIOFRONTERA AG ONE ADS REPRESENTS TWO ORDINARY SHARES CUSIP: 09075G105 AND UNDERLYING ISIN: DE0006046113
The main purpose of delisting the Company’s ADSs, along with the deregistration of the ADSs with the U.S. Securities and Exchange Commission (SEC), is to reduce complexity in financial reporting and administrative costs.
The Company’s ordinary shares will continue to be listed on the Frankfurt Stock Exchange (ticker symbol: B8F).
The delisting of ADSs will become effective 10 days after the Company files a Form 25 with SEC. The Company’s ADSs will not trade on Nasdaq on the tenth day following the filing of Form 25. The Company filed the Form 25 on February 24, 2022 and the last day of trading of the ADSs on Nasdaq would be March 4, 2022.
U.S. investors holding ordinary shares of Biofrontera AG are not affected at all.
All of the Company’s ADSs were issued under a “Level III” ADR Program as they were traded on a regulated stock exchange. Once the delisting from Nasdaq is effective, ADSs held by U.S. holders will be transferred with the help of the depositary bank for the ADSs, BNY Mellon, into a sponsored “Level I” ADR program, which allows for equity trading over the counter. Holders may also exchange their ADSs for ordinary shares of Biofrontera AG. Investors can contact their broker or BNY Mellon for more information. Given the already low liquidity and trading volume in the company’s ADSs on Nasdaq, the Company does not expect that the change to OTC trading will have much impact on U.S. holders of the ADSs.
A "Level I Program" trades on the U.S. over the counter (OTC) market instead of a regulated stock exchange. Contrary to a stock exchange listing, a registration of securities with the SEC is not required for a " Level I Program".
There is no change with respect to the voting rights. An ADS holder on the record date, would have the right to vote the equivalent number of underlying shares as represented by such person’s ADS holdings (one ADS of Biofrontera AG equals two of our ordinary shares). ADS holders will still receive their proxy materials in English through their usual financial intermediary if they hold ADSs in beneficial form or, if they are registered holders, through BNY Mellon.
There is no change with respect to an ADS holder’s entitlement to dividends. The company has not paid dividends in the past and never may pay dividends. However, should shareholders be entitled to dividends in the future, ADS holders will receive their dividend payment in U.S. dollars.
Upon delisting and deregistration, the Company will not be subject to the periodic reporting requirements of the SEC. As a result, the Company will no longer publish an annual report on Form 20-F nor will it make filings on Form 6-K. It will, however, continue to make its annual and interim reports available in the English language on its website.