09/16/2025 | Press release | Distributed by Public on 09/16/2025 19:21
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 07/22/2025 | A | 125,000 | (3) | (3) | Common Stock | 125,000 | $ 0 | 125,000(6) | D | ||||
Employee stock option (right to buy) | $1 | 07/22/2025 | A | 125,000 | (4) | 07/22/2035 | Common Stock | 125,000 | $ 0 | 125,000(7) | D | ||||
Restricted Stock Units | (1) | 09/10/2025 | M | 137,500 | (5) | (5) | Common Stock | 137,500 | $ 0 | 137,500(6) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Luebbert Hermann 120 PRESIDENTIAL WAY SUITE 330 WOBURN, MA 01801 |
X | CEO & Chairman |
/s/ Daniel Hakansson, Attorney-in-fact for Hermann Luebbert | 09/16/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Restricted stock units convert into common stock on a one-for-one basis. |
(2) | Each restricted stock unit represents a contingent right to receive one share of BFRI common stock. The reporting person received the restricted stock units as an award for no consideration. |
(3) | The restricted stock units vest in two equal yearly installments for the first two years following the grant date, beginning on July 22, 2026. Each vested restricted stock unit will be settled, at the Company's discretion, in shares, cash or a combination of shares and cash within 60 days of the vesting date. |
(4) | The option vests in two equal semi-annual installments beginning on January 22, 2026. |
(5) | On July 12, 2024 the reporting person was granted 275,000 restricted stock units, vesting in two equal annual installments beginning on July 12, 2025. Each vested restricted stock unit will be settled, at the Company's discretion, in shares, cash or a combination of shares and cash within 60 days of the vesting date. |
(6) | Restricted stock units with different terms are not included. |
(7) | Options with different terms are not included. |