Sec Form 13D Filing - DEUTSCHE BALATON AKTIENGESELLSCHAFT filing for BIOFRONTERA AG ADS (BFAGY) - 2019-07-31

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

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)

July 29, 2019

(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     101,455
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     101,455
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     101,455 (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      0.2% (2)
14	TYPE OF REPORTING PERSON     OO

(1)	Consists of shares held directly by ABC Beteiligungen Aktiengesellschaft (“ABC”).  See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

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     2,035,532
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     2,035,532
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,035,532 (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      4.6% (2)
14	TYPE OF REPORTING PERSON     OO

(1)	Consists of 1,854,900 shares held directly by Deutsche Balaton Biotech AG (“DBB”) and 180,632 shares held directly by Prisma Equity AG (“PE”). See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

1	NAMES OF REPORTING PERSONS     Prisma Equity 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)     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     180,632
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     180,632
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     180,632 (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     0.4% (2)
14	TYPE OF REPORTING PERSON     OO

(1)	Consists of shares held directly by PE. See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

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     3,215,000
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     3,215,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,215,000 (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     7.2% (2)
14	TYPE OF REPORTING PERSON     OO

(1)	Consists of shares held directly by SPARTA AG (“SP”). See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

  

1	NAMES OF REPORTING PERSONS     AEE Ahaus-Enscheder 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 AEE Ahaus-Enscheder AG (“AEE”). See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

1	NAMES OF REPORTING PERSONS     MARNA Beteiligungen 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 MARNA Beteiligungen AG (“MB”). See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

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 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

1	NAMES OF REPORTING PERSONS     Youbisheng Green Paper 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 Youbisheng Green Paper AG (“YGP”). See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

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     6,684,434
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     6,684,434
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     6,684,434 (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      15.0% (2)
14	TYPE OF REPORTING PERSON     OO

(1)	Consists of 101,455 shares held by ABC, 1,854,900 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by AEE, 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by YGP and 1,328,447 shares held by Deutsche Balaton Aktiengesellschaft (“DB”). DB owns a majority interest in each of ABC, DBB, PE, SP, AEE, MB, MLS and YGP. See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

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     6,684,434
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     6,684,434
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     6,684,434 (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      15.0% (2)
14	TYPE OF REPORTING PERSON     OO

(1)	Consists of 101,455 shares held by ABC, 1,854,900 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by AEE, 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by YGP and 1,328,447 shares held by DB. DB owns a majority interest in each of ABC, DBB, PE, SP, AEE, MB, MLS and YGP. VV Beteiligungen Aktiengesellschaft (“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 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

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 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

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     13,257,218
	9	SOLE DISPOSITIVE POWER     0
	10	SHARED DISPOSITIVE POWER     13,257,218

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     13,257,218 (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       29.7% (2)
14	TYPE OF REPORTING PERSON     OO

 

(1)	Consists of 101,455 shares held by ABC, 1,854,900 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by AEE, 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by YGP, 1,328,447 shares held by DB, 1,000 shares held by SG and 6,571,784 shares held by Delphi Unternehmensberatung Aktiengesellschaft (“DU”). DB owns a majority interest in each of ABC, DBB, PE, SP, AEE, MB, MLS and YGP. 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. See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

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     13,257,218
			9	SOLE DISPOSITIVE POWER     0
			10	SHARED DISPOSITIVE POWER     13,257,218
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     13,257,218 (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      29.7% (2)
14		TYPE OF REPORTING PERSON     IN

(1)

Consists of 101,455 shares held by ABC, 1,854,900 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by AEE, 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by YGP, 1,328,447 shares held by DB, 1,000 shares held by SG and 6,571,784 shares held by DU. DB owns a majority interest in each of ABC, DBB, PE, SP, AEE, MB, MLS and YGP. 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, PE, SP, AEE, MB, MLS, YGP, 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 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

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     6,684,434
	9	SOLE DISPOSITIVE POWER     0
	10	SHARED DISPOSITIVE POWER     6,684,434

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     6,684,434 (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      15.0% (2)
14	TYPE OF REPORTING PERSON     IN

 

(1)	Consists of 101,455 shares held by ABC, 1,854,900 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by AEE, 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by YGP and 1,328,447 shares held by DB. DB owns a majority interest in each of ABC, DBB, PE, SP, AEE, MB, MLS and YGP. Rolf Birkert, in his capacity as a member of the board of management of DB, has voting and dispositive power over the shares held by ABC, DBB, PE, SP, AEE, MB, MLS, YGP and DB. Mr. Birkert disclaims beneficial ownership of the shares ABC, DBB, PE, SP, AEE, MB, MLS, YGP and DB, except to the extent of his pecuniary interest therein. See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

1	NAMES OF REPORTING PERSONS     Jens Jüttner
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     3,395,632
	9	SOLE DISPOSITIVE POWER     0
	10	SHARED DISPOSITIVE POWER     3,395,632

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,395,632 (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     7.6% (2)
14	TYPE OF REPORTING PERSON     IN

 

(1)	Consists of 180,632 shares held by PE and 3,215,000 shares held by SP. Jens Jüttner, in his capacity as a member of the boards of management of PE and SP, has voting and dispositive power over the shares held by PE and SP. PE must exercise voting and dispositive power over these shares pursuant to the terms of a trust agreement, dated as of May 7, 2018 (the “Trust Agreement”), by and between DBB and PE. Mr. Jüttner disclaims beneficial ownership of the shares PE and SP, except to the extent of his pecuniary interest therein. See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

  

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     4,000
		9	SOLE DISPOSITIVE POWER     0
		10	SHARED DISPOSITIVE POWER     4,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,000 (1)(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      0.0% (2)
14	TYPE OF REPORTING PERSON     IN

(1)	Consists of 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by YGP and 1,000 shares held by SG. Hansjörg Plaggemars, in his capacity as a member of the boards of management of MB, MLS, SG and YGP, has voting and dispositive power over the shares held by MB, MLS, SG and YGP. Mr. Plaggemars disclaims beneficial ow nership of the shares MB, MLS, SG and YGP, except to the extent of his pecuniary interest therein. See Item 5, herein.
(2)	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.
(3)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

 

1	NAMES OF REPORTING PERSONS     Philipp Wiedmann
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 AEE. Philipp Wiedmann, in his capacity as a member of the board of management of AEE, has voting and dispositive power over the shares held by AEE. Mr. Wiedmann disclaims beneficial ownership of the shares AEE, except to the extent of his pecuniary interest therein. See Item 5, herein.
(2)	Based upon 44,632,674 shares outstanding as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

  

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”), Prisma Equity AG (“PE”), SPARTA AG (“SP“), AEE Ahaus-Enscheder AG (“AEE“), MARNA Beteiligungen AG (“MB“), Ming Le Sports AG (“MLS“), Youbisheng Green Paper AG (“YGP“), Deutsche Balaton Aktiengesellschaft (“DB”), VV Beteiligungen Aktiengesellschaft (“VVB”), Strawtec Group AG (“SG“), Delphi Unternehmensberatung Aktiengesellschaft (“DU”), Wilhelm Konrad Thomas Zours, Rolf Birkert, Jens Jüttner, Hansjörg Plaggemars and Philipp Wiedmann, which are collectively referred to as the “Reporting Persons”. At the general meeting of YGP on July 17, 2019, it was resolved to change the name of YGP to Altech Advanced Materials AG. The name change will become effective with its recording in the commercial register, which has not yet occurred.

 

(b)

The address of the principal business office of ABC, DBB, PE, AEE, MLS, DB, VVB, SG and DU and each Scheduled Person (as defined below) is Ziegelhäuser Landstraße 1, Heidelberg, Germany, 69120. The address of the principal business office of MB and YGP is Ziegelhäuser Landstraße 3, Heidelberg, Germany, 69120. The address of the principal business office of SP is Brook 1, Hamburg, Germany, 20457.

 

(c)

The principal business of each of ABC, DBB, PE, SP, AEE, MB, YGP, DB, and VVB 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, PE, SP, AEE, MB, MLS and YGP; 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 DB. Jens Jüttner is a member of the boards of management of PE and SP. Hansjörg Plaggemars is a member of the boards of management of MB, MLS, SG and YGP. Philipp Wiedmann is a member of the board of management of AEE.

 

(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 (as defined below) 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)

ABC, DBB, PE, SP, AEE, MB, MLS, YGP, DB, VVB, SG and DU are each organized under the laws of Germany. Messrs. Zours, Birkert, Jüttner and Wiedmann 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 Reporting Person 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 July 29, 2019, ABC had invested €647,125 (including brokerage commissions to the extent known) in the Ordinary Shares of the Issuer, DBB had invested €12,751,575 (including brokerage commissions to the extent known; not including the purchased Warrants issued in the 2018 tender offer described below; including shares transferred to PE as Trustee) in the Ordinary Shares of the Issuer and €680,720 (including brokerage commissions) in Warrants issued by DBB (see Item 4 below), PE had invested €0 (acting as Trustee for DBB) in the Ordinary Shares of the Issuer, SP had invested €21,969,412 (including brokerage commissions to the extent known) in the Ordinary Shares of the Issuer, AEE had invested €7,978 (including brokerage commissions) in the Ordinary Shares of the Issuer, MB had invested €7,957 (including brokerage commissions) in the Ordinary Shares of the Issuer, MLS had invested €7,948 (including brokerage commissions) in the Ordinary Shares of the Issuer, YGP had invested €7,950 (including brokerage commissions) in the Ordinary Shares of the Issuer, DB had invested €4,121,653 (including brokerage commissions) in the Ordinary Shares of the Issuer, SG had invested €7,955 (including brokerage commissions) in the Ordinary Shares of the Issuer and DU had invested €39,045,176 (excluding brokerage commissions) in the Ordinary Shares of the Issuer.

 

In the case of ABC, DBB, SP, AEE, MB, MLS, YGP, DB and SG, 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 described in Item 6 below. In the case of PE, the source of such funds was the general working capital of DBB.

 

Item 4. Purpose of Transaction

 

The purpose of the transactions in securities described in this Schedule 13D is investment.

 

The Reporting Persons have no current plans or proposals with respect to (i) any merger, reorganization, or liquidation of the Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Issuer or any subsidiary, or (iii) the purchase of a majority of the voting shares of the issuer.

 

The Reporting Persons currently intend to acquire additional voting securities from time to time, to the extent possible at reasonable prices. Any such acquisitions may be effected through open market purchases, block trades, privately-negotiated transactions, through the 2019 tender offer described below, or otherwise. The Reporting Persons 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, pursuant to exercises of outstanding Warrants described below, or otherwise.

 

The Reporting Persons also desire to change the composition of the Management Board and Supervisory Board of the Issuer. In that regard, DB submitted several proposals for the Issuer’s ordinary general meeting of shareholders held on July 11, 2018. Pursuant to such proposals, DB sought to dismiss (1) Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board, (2) Prof. Dr. Hermann Lübbert as the Chairman of the Management Board (but the proposal proposed that he remain a member of the Management Board), (3) Dr. Ulrich Granzer as the Chairman of the Supervisory Board, (4) Jürgen Baumann as a member of the Supervisory Board and (5) John Borer III as a member of the Supervisory Board.

 

Also in connection with the 2018 general meeting of shareholders of the Issuer, DB made a proposal supporting the election of Mark Sippel as a replacement member of the Supervisory Board, or, if he is not elected to such position, Dr. Christopher Missling, Dr. Heikki Lanckriet or Dr. Karin Lergenmueller. DB also made a separate proposal to elect Prof. Dr. Lergenmueller as a replacement member of the Supervisory Board, and DU submitted a proposal to elect Dr. Christopher Missling as member of the Supervisory Board. According to information provided by Mr. Sippel, he is a doctoral candidate at the University of Erlangen-Nuremberg. Dr. Lergenmueller is Professor for Marketing and General Business Management at the RheinMain University of Applied Sciences, Wiesbaden, Germany and a member of the Supervisory Boards of several affiliates of DB, including DU and DBB. Dr. Missling is President, Chief Executive Officer, and Chairman of the Board of Anavex Life Science Corp. Dr. Lanckriet is Chief Executive Officer of Expedeon AG (formerly Sygnis AG). DB and Expedeon AG entered into a term loan agreement on April 30, 2018.

 

 

DB filed a legal action seeking to rescind and nullify a resolution adopted at the Issuer’s 2017 shareholder meeting, regarding the Issuer’s authorized capital. If successful, the action would prohibit any new share offerings by the Issuer unless existing shareholders are offered the right to participate on a pro rata basis by means of transferable rights.

 

Each of DB and DU has filed a legal action seeking a court-appointed special auditor to investigate the collaboration and partnership agreement dated July 13, 2016, between the Issuer and Maruho Co. Ltd (“Maruho”). On July 10, 2018, the Issuer announced that phase 1 of its collaboration with Maruho had been completed, and that the Issuer and Maruho are currently considering continuing their collaboration under a new agreement, but had not yet discussed the details and timing of such new agreement. On March 19, 2019, the Issuer announced that it had signed an agreement to continue research cooperation with Maruho regarding branded generics.

 

The Reporting Persons have also proposed certain amendments to the bylaws of the Issuer. DB proposed an amendment that would reformulate the Ordinary Shares of the Issuer as bearer shares. DU proposed an amendment that would require, among other things, for transactions between the Issuer and certain related parties to be on arms’-length terms and subject to approval by a 75% majority (excluding the related party) at the general meeting of shareholders. These proposals were not approved.

 

On May 28, 2018, DBB commenced a non-U.S. tender offer (which we refer to as the “2018 tender offer”) pursuant to which it offered to acquire up to 6,250,000 of the Issuer’s outstanding Ordinary Shares solely from non-U.S. holders. The 2018 tender offer related to Ordinary Shares only; ADSs could not be tendered. The 2018 tender offer materials were only available in the German language and were only made available on the German internet page www.deutschebalatonbiotech.de and in the online publication of the German-language Federal Gazette (www.bundesanzeiger.de). No tender offer materials were distributed, nor was any disclosure of the 2018 tender offer made by DBB or its agents or affiliates, in the United States. Initially, the consideration offered for each Ordinary Share of the Issuer was one euro (€1.00) per share in cash, plus an option to re-acquire an Ordinary Share of the Issuer from DBB for the same price (i.e., €1.00 per share). We refer to each such right to re-acquire an Ordinary Share of the Issuer as a “Warrant” issued by DBB. The Warrants are transferable and may be exercised by the holder thereof at any time (with certain exception) prior to November 30, 2020 by surrendering such Warrant to Quirin Privatbank AG as dealer manager for the Warrants. The Warrants include a tag-along right if DB sells greater than 2.5 million Ordinary Shares (in one transaction) by November 30, 2020. If there is a public tender offer for Ordinary Shares with a purchase price exceeding €40.00 in cash per share, the Warrants terminate and each Warrantholder receives the tender offer price per share per Warrant minus the basis price (€1.00 per Warrant). In effect, a tender of Issuer shares to DBB on the original terms of the 2018 tender offer would transfer record ownership of the shares to DBB, including the right to vote such shares, while allowing the tendering shareholder to retain the economic risks and benefits of ownership of such shares (with a “floor price” of €1.00 per share).

 

On July 20, 2018, DBB amended the 2018 tender offer to provide shareholders of the Issuer who wished to tender Ordinary Shares a choice in the amount and form of consideration to be received. As amended, for each Ordinary Share of the Issuer tendered, a shareholder participating in the 2018 tender offer could elect, either (a) one euro (€1.00) per share in cash plus one Warrant, or (b) six Euros (€6.00) per share in cash.

 

The 2018 tender offer closed on August 6, 2018. DBB purchased a total of 1,286,401 Ordinary Shares pursuant to the 2018 tender offer, of which 214,448 shares were purchased at a price €1.00 in cash and one Warrant each, and 1,071,953 shares were purchased at the all cash price of €6.00 each.

 

On August 7, 2018, DB filed a legal action against the Issuer seeking to rescind and nullify certain resolutions adopted at the Issuer’s 2018 shareholder meeting and seeking to confirm that certain resolutions were validly adopted by the shareholders. On August 7, 2018, DB filed a legal action seeking to (i) rescind and nullify resolutions adopted at the Issuer’s 2018 shareholder meeting, regarding the disagreement of the general meeting to appoint a special person to file certain claims against Maruho and to confirm that the general meeting passed a resolution to appoint a special person to file certain claims against Maruho, (ii) rescind and nullify resolutions adopted at the Issuer’s 2018 shareholder meeting, regarding the removal of a special auditor to investigate the cooperation and partnership agreement with Maruho and to confirm that the general meeting passed such resolutions, (iii) rescind and nullify resolutions adopted at the Issuer’s 2018 shareholder meeting, regarding the appointment of a special auditor to investigate the listing of the Issuer’s American Depositary Shares on NASDAQ, the Issuer’s capital increase, the cost of the capital increase, and the role of Mr. Borer and The Benchmark Company, LLC in the capital increase and to confirm that the such resolutions were approved by shareholders, (iv) rescind and nullify resolutions adopted at the Issuer’s 2018 shareholder meeting resolving not to elect Mark Sippel as member of the Issuer’s supervisory board and to confirm that Mark Sippel was elected as a member of the Issuer’s supervisory board.

 

 

On August 16, 2018, the 214,448 shares purchased at a price €1.00 in cash and one Warrant each were transferred from DBB to PE, who acts as a trustee (the “Trustee”) for the Warrantholders pursuant to the Trust Agreement. Subsequently, 33,816 of such shares were transferred to Warrantholders to satisfy the exercise of Warrants.

 

Between August 29, 2018 and October 22, 2018, DBB bought 134,136 Warrants in off-market purchases, which purchases had no effect on the beneficial ownership of DBB.

 

On April 1, 2019, Maruho Deutschland GmbH (“Maruho”) announced its decision to initiate a tender offer (which we refer to as the “Maruho tender offer”) for up to 4,322,530 of the Issuer’s ordinary shares at a price of EUR 6.60 per ordinary share. The Maruho tender offer was initiated on April 15, 2019. DB requested that the Issuer call a shareholders’ meeting in connection with the Maruho tender offer prior to the expiration thereof. The shareholders’ meeting took place on May 15, 2019. On May 23, 2019, Maruho announced its decision to increase the offer price in the Maruho tender offer to EUR 7.20 per ordinary share. The acceptance period for the Maruho tender offer ended on July 19, 2019.

 

On May 29, 2019, DBB and DU announced their decision to initiate a joint tender offer for up to 500,000 of the Issuer’s Ordinary Shares (which we refer to as the “2019 tender offer”). On May 31, 2019, DBB and DU announced their decision to set the 2019 tender offer at EUR 7.20 per Ordinary Share. On June 21, 2019, DBB and DU commenced the 2019 tender offer and published the tender offer documents relating thereto. On July 1, 2019, DBB and DU announced their decision to increase the 2019 tender offer to EUR 8.00 per Ordinary Share. The acceptance period for the 2019 tender offer ended on July 19, 2019. DBB purchased a total of 450,000 Ordinary Shares pursuant to the 2019 tender offer at a cash price of EUR 8.00 per Ordinary Share. DU purchased a total of 50,000 Ordinary Shares pursuant to the 2019 tender offer at a cash price of EUR 8.00 per Ordinary Share. The settlement of such purchases occurred on July 29, 2019. As a result of the 2019 tender offer, DBB received in its account on July 29, 2019 all 500,000 Ordinary Shares tendered in the 2019 tender offer. DBB transferred 50,000 of such ordinary shares to DU on July 30, 2019.

 

The 2019 tender offer related to Ordinary Shares only; ADSs could not be tendered. Holders of ADS who wished to accept the 2019 tender offer with respect to the Ordinary Shares underlying their ADSs were entitled to do so but had to first timely convert their ADS to Ordinary Shares in accordance with the procedures established by the depositary. The 2019 tender offer was subject to the disclosure and other requirements and procedures, including settlement procedures, of the Federal Republic of Germany, which differ from those of the United States. The 2019 tender offer was made to U.S. shareholders of the Issuer (with respect to Ordinary Shares only and not ADSs) in accordance with the “Tier I” exemption provided for in Rule 14d-1(c) under the Act, and other applicable provisions of U.S. law. Pursuant to such exemption, an English language translation of the offering materials was made available and furnished to the Securities and Exchange Commission under cover of Form CB.

 

DB submitted several proposals for the Issuer’s general meeting of shareholders to be held on July 10, 2019. Pursuant to such proposals, DB seeks to dismiss (1) Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board, (2) Dr. Ulrich Granzer as the Chairman of the Supervisory Board of the Issuer and replace him with Dr. Günter Werkmann, and (3) John Borer III as a member of the Supervisory Board and replace him with Eva Katheder. DB also seeks to annul the authorized capital resolved at the Issuer’s general meeting held on May 24, 2017 under agenda point 6 and to approve a new authorized capital; to withdraw the confidence to Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board; to assert damage claims against (1) Prof. Dr. Lübbert, Chief Executive Officer of the Issuer, as a member of the Management Board, (2) Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board, (3) Maruho Deutschland GmbH and (4) Maruho Co. Ltd. and to appoint a special representative to assert such claims; to conduct a special audit with regard to the cooperation agreement dated March 19, 2019 with Maruho Co. Ltd.; to conduct a special audit with regard to the acquisition of Cutanea Life Sciences, Inc. from Maruho; to report and debate about the U.S. litigation initiated by the Issuer against Deutsche Balaton Biotech AG and other defendants; and to amend section 13 of the articles of association of the Issuer (which deals with the revocation of elections of supervisory board members).

 

 

DB also submitted several proposals to the Issuer. Pursuant to such proposals, DB seeks (1) to postpone the election of a new supervisory board member as successor of Hansjoerg Plaggemars, who was dismissed as a member of the Supervisory Board of the Issuer by court order as of March 22, 2019, (2) to vote individually concerning the discharge of the members of the Management Board for the 2018 fiscal year, (3) not to grant discharge to Prof. Dr. Lübbert, Chief Executive Officer of the Issuer, (4) not to grant discharge to Thomas Schaffer, the Chief Financial Officer of the Issuer, (5) to vote individually concerning the discharge of the members of the Supervisory Board for the 2018 fiscal year, (6) not to grant discharge to Dr. Granzer, Chairman of the Supervisory Board of the Issuer, (7) not to grant discharge to Mr. Borer, member of the Supervisory Board of the Issuer, and (8) not to grant discharge to Mr. Baumann, member of the Supervisory Board of the Issuer.

 

ABC submitted a proposal for the Issuer’s general meeting of shareholders to be held on July 10, 2019, not to grant discharge to Thomas Schaffer, the Chief Financial Officer of the Issuer.

 

DBB submitted several proposals for the Issuer’s general meeting of shareholders to be held on July 10, 2019. Pursuant to such proposals, DBB seeks (1) to extend the proposal of DB to conduct a special audit with regard to the acquisition of Cutanea Life Sciences, Inc. from Maruho, (2) to extend the proposal of DB to conduct a special audit with regard to the cooperation agreement dated March 19, 2019 with Maruho Co. Ltd., (3) to extend the proposal of DB to assert damage claims against Prof. Dr. Lübbert, Chief Executive Officer of the Issuer, as a member of the Management Board, and Thomas Schaffer, the Chief Financial Officer of the Issuer, as a member of the Management Board, and to appoint a special representative to assert such claims, (4) not to grant discharge to Thomas Schaffer, the Chief Financial Officer of the Issuer, and (5) to modify the bylaws of the Issuer.

 

DU submitted several proposals for the Issuer’s general meeting of shareholders to be held on July 10, 2019. Pursuant to such proposals, DU seeks (1) to elect Wilhelm K. T. Zours as a new member of the Supervisory Board, (2) to modify the proposal of DB to annul the authorized capital resolved at the Issuer’s general meeting held on May 24, 2017 under agenda point 6 and to approve a new authorized capital, and (3) not to grant discharge to Dr. Granzer, Mr. Baumann, Dr. Borer, Mr. Eyring and Mr. Weber and to postpone the discharge of Mr. Plaggemars.

 

The proposals for the Issuer’s general meeting of shareholders to be held on July 10, 2019 were published by the Issuer on June 13, 2019, June 17, 2019, and June 28, 2019, respectively.

 

Please see Item 6 below for a description of the convertible bond issued by DU and exercisable in part in Ordinary Shares.

 

This disclosure is neither an offer to purchase nor a solicitation of an offer to sell securities. 

 

 

Item 5. Interest in Securities of the Issuer

 

(a)

Of the aggregate 13,257,218 shares reported in this Schedule 13D (representing 29.7% of the Issuer’s Ordinary Shares), 101,455 shares are held by ABC (representing 0.2% of the Issuer’s Ordinary Shares), 1,854,900 shares are held by DBB (representing 4.2% of the Issuer’s Ordinary Shares), 180,632 shares are held by PE in its capacity as Trustee for the Warrantholders pursuant to the Trust Agreement (representing 0.4% of the Issuer’s Ordinary Shares), 3,215,000 shares are held by SP (representing 7.2% of the Issuer’s Ordinary Shares), 1,000 shares are held by AEE (representing 0.0% of the Issuer’s Ordinary Shares), 1,000 shares are held by MB (representing 0.0% of the Issuer’s Ordinary Shares), 1,000 shares are held by MLS (representing 0.0% of the Issuer’s Ordinary Shares), 1,000 shares are held by YGP (representing 0.0% of the Issuer’s Ordinary Shares), 1,328,447 shares are held by DB (representing 3.0% of the Issuer’s Ordinary Shares), 1,000 shares are held by SG (representing 0.0% of the Issuer’s Ordinary Shares) and 6,571,784 shares are held by DU (representing 14.7% of the Issuer’s Ordinary Shares).

 

DB owns a majority interest in each of ABC, DBB, PE, SP, AEE, MB, MLS and YGP.

 

DBB may be deemed to have beneficial ownership with respect to the shares held by PE and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein, as PE must exercise voting and dispositive power over these shares pursuant to the terms of a trust agreement, dated as of May 7, 2018, by and between DBB and PE.

 

VVB owns a majority interest in DB.

 

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, PE, SP, AEE, MB, MLS, YGP, DB, SG and DU.

 

Rolf Birkert, in his capacity as member of the board of management of DB, has voting and dispositive power over the shares held by ABC, DBB, PE, SP, AEE, MB, MLS, YGP and DB.

 

Jens Jüttner, in his capacity as a member of the boards of management of PE and SP, has voting and dispositive power over the shares held by PE, pursuant to the terms of the Trust Agreement, and by SP.

 

Hansjörg Plaggemars, in his capacity as a member of the boards of management of MB, MLS, SG and YGP, has voting and dispositive power over the shares held by MB, MLS, SG and YGP.

 

Philipp Wiedmann, in his capacity as a member of the board of management of AEE, has voting and dispositive power over the shares held by AEE.

 

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, PE, SP, AEE, MB, MLS and YGP and disclaims beneficial ownership of such shares, except to the extent of their respective pecuniary interest therein.

 

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.

 

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.

 

Wilhelm Konrad Thomas Zours may be deemed to have beneficial ownership with respect to all shares held by DU and SG and disclaims bene ficial 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.

 

All percentages set forth in this Schedule 13D are based upon 44,632,674 Ordinary Shares outstanding, as reported in the Issuer’s Form 6-K filed on July 5, 2019.

 

(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
	PE	0
	SP	0
	AEE	0
	MB	0
	MLS	0
	YBS	0
	DB	0
	VVB	0
	SG
	DU	0
	Wilhelm Konrad Thomas Zours	0
	Rolf Birkert	0
	Jens Jüttner	0
	Hansjörg Plaggemars	0
	Philipp Wiedmann	0

 

(ii)

Shared power to vote or to direct the vote of:

 

	ABC	101,455
	DBB	2,035,532 (1)
	PE	180,632
	SP	3,215,000
	AEE	1,000
	MB	1,000
	MLS	1,000
	YBS	1,000
	DB	6,684,434 (2)
	VVB	6,684,434 (3)
	SG	1,000
	DU	13,257,218 (4)
	Wilhelm Konrad Thomas Zours	13,257,218 (5)
	Rolf Birkert	6,684,434 (6)
	Jens Jüttner	3,395,632 (7)
	Hansjörg Plaggemars	4,000 (8)
	Philipp Wiedmann	1,000 (9)

 

 

(iii)

Sole power to dispose or to direct the disposition of:

 

	ABC	0
	DBB	0
	SP	0
	DB	0
	AEE	0
	MB	0
	MLS	0
	YBS	0
	VVB	0
	SG	0
	DU	0
	Wilhelm Konrad Thomas Zours	0
	Rolf Birkert	0
	Hansjörg Plaggemars	0
	Philip p Wiedmann	0

 

(iv)

Shared power to dispose or to direct the disposition of:

 

	ABC	101,455
	DBB	2,035,532 (1)
	PE	180,632
	SP	3,215,000
	AEE	1,000
	MB	1,000
	MLS	1,000
	YBS	1,000
	DB	6,684,434 (2)
	VVB	6,684,434 (3)
	SG	1,000
	DU	13,257,218 (4)
	Wilhelm Konrad Thomas Zours	13,257,218 (5)
	Rolf Birkert	6,684,434 (6)
	Jens Jüttner	3,395,632 (7)
	Hansjörg Plaggemars	4,000 (8)
	Philipp Wiedmann	1,000 (9)

 

	(1)	Includes 1,854,900 shares held by DBB and 180,632 shares held by PE.
	(2)	Includes 101,455 shares held by ABC, 1,854,900 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by AEE, 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by YGP and 1,328,447 shares held by DB. DB owns a majority interest in each of ABC, DBB, PE, SP, AEE, MB, MLS and YGP.

 

(3)

VVB owns a majority interest in DB.

 

(4)

Includes 101,455 shares held by ABC, 1,854,900 shares held by DBB, 180,632 shares held by PE, 3,215,000 shares held by SP, 1,000 shares held by AEE, 1,000 shares held by MB, 1,000 shares held by MLS, 1,000 shares held by YGP, 1.328.447 shares held by DB, 1,000 shares held by SG and 6,571,784 shares held by DU. DB owns a majority interest in each of ABC, DBB, PE, SP, AEE, MB, MLS and YGP. VVB owns a majority interest in DB. DU owns a majority interest in VVB and SG.

 

(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, PE, SP, AEE, MB, MLS, YGP, DB, SG and DU.

 

(6)

Rolf Birkert, in his capacity as member of the board of management of DB, has voting and dispositive power over the shares held by ABC, DBB, PE, SP, AEE, MB, MLS, YGP and DB.

 

 

	(7)	Jens Jüttner, in his capacity as a member of the boards of management of PE and SP, has voting and dispositive power over the shares held by PE and SP.
	(8)	Hansjörg Plaggemars, in his capacity as a member of the boards of management of MB, MLS, SG and YGP, has voting and dispositive power over the shares held by MB, MLS, SG and YGP.
	(9)	Philipp Wiedmann, in his capacity as a member of the board of management of AEE, has voting and dispositive power over the shares held by AEE.

 

(c)

Since the transactions reported in the most recent filing of this Schedule 13D, 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

 

Please see Item 4 above for a description of the 2018 tender offer by DBB for shares of the Issuer, which was consummated on August 6, 2018. Pursuant to the 2018 tender offer, DBB has issued Warrants entitling the holders thereof to purchase from DBB an aggregate of 214,448 Ordinary Shares of the Issuer at a purchase price of €1.00, and otherwise on the terms and conditions set forth therein. As of the date hereof, Warrants in respect of 33,816 Ordinary Shares have been settled by DBB. Please also see Item 4 above for a description of the 2019 tender offer by DBB and DU for shares of the Issuer, which was commenced on June 21, 2019 and ended on July 19, 2019. 

 

On February 21, 2018, DU issued convertible bonds in the original principal amount of up to €80,000,000. The issuance consists of up to 800 bearer bonds in principal amount of €100,000 each. The bonds mature on December 15, 2019 and bear no interest. During the term of the bonds, bondholders have the right to convert each bearer bond into 3,334 Ordinary Shares plus €79,996 in cash; provided, however, that DU may, in lieu of partially settling the bonds in Ordinary Shares, settle the bonds in an amount of cash corresponding to the value of the Ordinary Shares to be delivered, plus €79,996 per bearer bond. The purchaser of €50,000,000 principal amount of such bond offering was Wilhelm Konrad Thomas Zours. The Reporting Persons disclaim that such bond offering was material to DU’s investments in securities described in this Schedule 13D. Meanwhile the convertible bonds have been fully retransferred to DU.

 

Item 7. Material to Be Filed as Exhibits

 

99.1	Joint Filing Agreement

 

 

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: July 30, 2019

 

	ABC BETEILIGUNGEN AKTIENGESELLSCHAFT
	By:	/s/ Rolf Birkert
		Rolf Birkert
	DEUTSCHE BALATON BIOTECH AG
	By:	/s/ Rolf Birkert
		Rolf Birkert
	PRISMA EQUITY AG
	By:	/s/ Jens Jüttner
		Jens Jüttner
	SPARTA AG
	By:	/s/ Jens Jüttner
		Jens Jüttner
	AEE-AHAUS ENSCHEDER AG
	By:	/s/ Philipp Wiedmann
		Philipp Wiedmann
	MARNA BETEILIGUNGEN AG
	By:	/s/ Hansjörg Plaggemars
		Hansjörg Plaggemars
	MING LE SPORTS AG
	By:	/s/ Hansjörg Plaggemars
		Hansjörg Plaggemars
	YOUBISHENG GREEN PAPER AG
	By:	/s/ Hansjörg Plaggemars
		Hansjörg Plaggemars
	DEUTSCHE BALATON AKTIENGESELLSCHAFT
	By:	/s/ Rolf Birkert
		Rolf Birkert

 

 

	VV BETEILIGUNGEN AKTIENGESELLSCHAFT
	By:	/s/ Wilhelm Konrad Thomas Zours
		Wilhelm Konrad Thomas Zours
	STRAWTEC GROUP AG
	By:	/s/ Hansjörg Plaggemars
		Hansjörg Plaggemars
	DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT
	By:	/s/ Wilhelm Konrad Thomas Zours
		Wilhelm Konrad Thomas Zours
	JENS JÜTTNER
	/s/ Jens Jüttner
	HANSJÖRG PLAGGEMARS
	/s/ Hansjörg Plaggemars
	PHILIPP WIEDMANN
	/s/ Philipp Wiedmann
	ROLF BIRKERT
	/s/ Rolf Birkert
	WILHELM KONRAD THOMAS ZOURS
	/s/ Wilhelm Konrad Thomas Zours

 

 

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 sole member of the Board of Management of PE is Jens Jüttner. The members of the Board of Management of SP are Lars Hettche and Jens Jüttner. The sole member of the Board of Management of AEE is Philipp Wiedmann. The sole member of the Board of Management of each of MB, MLS, SG and YGP is Hansjörg Plaggemars. The sole member of the Board of Management of DB is Rolf Birkert. 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		Sole Member of the Board Deutsche Balaton Aktiengesellschaft		Germany
Jens Jüttner		Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany		Member of the Board SPARTA AG		Germany
Lars Hettche		Brook 1, 20457 Hamburg, Germany		Member of the Board SPARTA AG		Germany
Hansjörg Plaggemars		Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany		Sole Member of the Board of MARNA Beteiligungen AG		United States
Philipp Wiedmann		Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany		Sole Member of the Board of AEE Ahaus-Enscheder AG		Germany
Wilhelm Konrad Thomas Zours		Ziegelhaeuser Landstrasse 1, 69120 Heidelberg, Germany		Sole Member of the Board Delphi Unternehmensberatung Aktiengesellschaft		Germany

 

 

Schedule 2

 

Person		Instrument		Transaction Date		Quantity Purchased/(Sold)				Price per Instrument				Place of Transaction
DBB		Biofrontera ordinary shares		July 1, 2019			64,525				7.9560	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 1, 2019			6,000				7.8960	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 1, 2019			4,000				7.7600	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 1, 2019			10,000				7.9500	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 1, 2019			7,000				7.9500	€		Xetra Frankfurt / Main
AEE		Biofrontera ordinary shares		July 1, 2019			1,000				7.9500	€		Xetra Frankfurt / Main
MB		Biofrontera ordinary shares		July 1, 2019			1,000				7.9500	€		Xetra Frankfurt / Main
MLS		Biofrontera ordinary shares		July 1, 2019			1,000				7.9200	€		Xetra Frankfurt / Main
SG		Biofrontera ordinary shares		July 1, 2019			1,000				7.9462	€		Xetra Frankfurt / Main
YGP		Biofrontera ordinary shares		July 1, 2019			1,000				7.9416	€		Xetra Frankfurt / Main
DB		Biofrontera ADSs		July 3, 2019			(9,057	)			n/a			Conversion of ADSs to ordinary shares
DB		Biofrontera ordinary shares		July 3, 2019			18,114				n/a			Conversion of ADSs to ordinary shares
DBB		Biofrontera ordinary shares		July 12, 2019			28,097				7.3832	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 12, 2019			7,000				7.2900	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 12, 2019			20,000				7.2940	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 15, 2019			3,000				7.3700	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 15, 2019			7,000				7.3000	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 15, 2019			18,000				7.3190	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 16, 2019			33,249				7.2800	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 16, 2019			8,000				7.3000	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 16, 2019			12,000				7.2960	€		Xetra Frankfurt / Main
DU		Biofrontera ordinary shares		July 16, 2019			8,000				7.3000	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 17, 2019			7,387				7.3330	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 18, 2019			9,606				7.3901	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 19, 2019			31,744				7.2660	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 22, 2019			21,086				6.9790	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 24, 2019			6,000				7.1390	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 25, 2019			1,500				7.2300	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 26, 2019			11,250				7.1947	€		Xetra Frankfurt / Main
DBB		Biofrontera ordinary shares		July 29, 2019			450,000				8.0000	€		2019 Tender Offer (1)
DU		Biofrontera ordinary shares		July 29, 2019			50,000				8.0000	€		2019 Tender Offer (1)
DBB		Biofrontera ordinary shares		July 29, 2019			4,000				7.09375	€		Xetra Frankfurt / Main

 

(1)	See Item 4 above.