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Biofrontera Inc. (BFRI) is the issuer in an amended ownership report by Rosalind Master Fund L.P., its investment adviser Rosalind Advisors, Inc., and portfolio managers Steven Salamon and Gilad Aharon. The cover pages list 15,924,598 shares as each reporting person’s aggregate beneficial ownership and shared voting and dispositive power, including 1,789,288 common shares and 14,135,310 shares issuable upon exercise of preferred shares and convertible debt.
Item 4 says the Fund may have been deemed to beneficially own 1,789,288 common shares, approximately 9.96%. The 14,135,310 potentially issuable shares are subject to a 9.99% blocker, and the reporting persons could not exercise any of those securities as of September 30, 2026. The cover-page 9.9% figure is based on 17,949,000 common shares as of October 4, 2026. Rosalind Advisors and Steven Salamon disclaim beneficial ownership.
Key Figures
Reported aggregate beneficial ownership and shared voting/dispositive power:15,924,598 sharesCommon shares:1,789,288 sharesShares issuable upon exercise:14,135,310 shares+5 more
8 metrics
Reported aggregate beneficial ownership and shared voting/dispositive power15,924,598 sharesListed for each reporting person on the cover pages; includes existing common shares and shares issuable upon exercise of preferred shares and convertible debt.
Common shares1,789,288 sharesRosalind Master Fund may have been deemed to beneficially own these shares; Item 4 describes this as approximately 9.96% of common stock.
Shares issuable upon exercise14,135,310 sharesShares issuable upon exercise of preferred shares and convertible debt; subject to blocker provisions.
Preferred-share conversion shares11,089,618 sharesShares of common stock issuable upon exercise of preferred shares.
Convertible-debt shares3,045,692 sharesShares of common stock issuable upon exercise of convertible debt.
Beneficial ownership blocker9.99%Exercise is restricted to the extent it would result in the holder beneficially owning more than this percentage of common stock.
Common stock outstanding17,949,000 sharesAs of October 4, 2026, as communicated by the issuer; basis stated for the cover-page percentage.
Cover-page ownership percentage9.9%Percentage stated for each reporting person on the cover pages.
"may have been deemed to have the beneficial ownership of 1,789,288 shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
blocker provisionregulatory
"they contain a blocker provision under which the holder thereof does not have the right to exercise"
shared dispositive powerregulatory
"Shared Dispositive Power 15,924,598.00"
convertible debtfinancial
"3,045,692 shares of Common Stock issuable upon exercise of convertible debt"
A convertible debt is a loan a company takes that gives the lender the option to swap the owed money for a set number of the company’s shares instead of getting cash back. It matters to investors because it can change who owns the company and how much their shares are worth: if lenders convert, existing shareholders can be diluted, but conversion can also signal confidence and reduce a company’s cash pressure — like getting a coupon that can be redeemed for store ownership rather than a refund.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many BFRI shares did Rosalind Master Fund report owning?
The cover pages list 15,924,598 shares as aggregate beneficial ownership for each reporting person, while Item 4 says the Fund may have been deemed to beneficially own 1,789,288 common shares, approximately 9.96%. The larger figure includes 14,135,310 shares issuable upon exercise of preferred shares and convertible debt.
What limits Rosalind Master Fund’s ability to exercise BFRI securities?
A 9.99% blocker prevents exercise of preferred shares or convertible debt to the extent it would cause the holder’s beneficial ownership to exceed 9.99% of BFRI common stock. The reporting persons said they could not exercise any of those securities as of September 30, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
Biofrontera Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
09077D209
(CUSIP Number)
09/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
09077D209
1
Names of Reporting Persons
Rosalind Advisors, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,924,598.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,924,598.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,598.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: This percentage is calculated based upon 17,949,000 common stock as of October 4th, 2026, as communicated by the issuer. However, as more fully described in Item 4, the securities reported in rows 6, 8 and 9 show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows 6, 8 and 9.
(6) 1,789,288 shares of Common Stock
11,089,618 shares of Common Stock issuable upon exercise of preferred shares
3,045,692 shares of Common Stock issuable upon exercise of convertible debt
SCHEDULE 13G
CUSIP Number(s):
09077D209
1
Names of Reporting Persons
SALAMON STEVEN A J
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,924,598.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,924,598.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,598.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (6) 1,789,288 shares of Common Stock
11,089,618 shares of Common Stock issuable upon exercise of preferred shares
3,045,692 shares of Common Stock issuable upon exercise of convertible debt
SCHEDULE 13G
CUSIP Number(s):
09077D209
1
Names of Reporting Persons
Aharon Gil
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,924,598.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,924,598.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,598.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (6) 1,789,288 shares of Common Stock
11,089,618 shares of Common Stock issuable upon exercise of preferred shares
3,045,692 shares of Common Stock issuable upon exercise of convertible debt
SCHEDULE 13G
CUSIP Number(s):
09077D209
1
Names of Reporting Persons
Rosalind Master Fund L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,924,598.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,924,598.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,598.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (6) 1,789,288 shares of Common Stock
11,089,618 shares of Common Stock issuable upon exercise of preferred shares
3,045,692 shares of Common Stock issuable upon exercise of convertible debt
Rosalind Advisors, Inc. Advisor to RMF
Rosalind Master Fund L.P. RMF
Steven Salamon President
Steven Salamon is the portfolio manager of the Advisor which advises RMF.
Gilad Aharon is the portfolio manager and member of the Advisor which advises RMF.
(b)
Address or principal business office or, if none, residence:
Rosalind Advisors, Inc.
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
Rosalind Master Fund L.P.
P.O. Box 309
Ugland House, Grand Cayman
KY1-1104, Cayman Islands
Steven Salamon
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
Gilad Aharon
15 Wellesley Street West
Suite 326
Toronto, Ontario
M4Y 0G7 Canada
(c)
Citizenship:
Mr. Salamon and Mr. Aharon are citizens of Canada, resident in Ontario
(d)
Title of class of securities:
Common Shares
(e)
CUSIP No.:
09077D209
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information as of the date of the event which requires filing of this statement required by Items 4(a) to (c) is set forth in Rows 5 to 12 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based upon 17,949,000 common stock as of October 4th, 2026, as communicated by the issuer.
Rosalind Master Fund L.P. may have been deemed to have the beneficial ownership of 1,789,288 shares of common stock representing the beneficial ownership of approximately 9.96% of the common stocks as mentioned above, which excludes the 14,135,310 shares issuable upon the exercise of preferred shares and convertible debt because they contain a blocker provision under which the holder thereof does not have the right to exercise any of the preferred shares/convertible debt to the extent that such exercise would result in beneficial ownership by the holder in excess of 9.99% of the Common Stock. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the preferred shares/convertible debt due to the Blockers.
Rosalind Advisors, Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.
(b)
Percent of class:
Rosalind Advisors, Inc. 9.9%
Rosalind Master Fund L.P. 9.9%
Steven Salamon 9.9%
Gilad Aharon 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
Rosalind Advisors, Inc. 1,789,288
Rosalind Master Fund L.P. 1,789,288
Steven Salamon 1,789,288
Gilad Aharon 1,789,288
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
Rosalind Advisors, Inc. 1,789,288
Rosalind Master Fund L.P. 1,789,288
Steven Salamon 1,789,288
Gilad Aharon 1,789,288
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ? 240.14a-11.
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.
Rosalind Advisors, Inc.
Signature:
Steven Salamon
Name/Title:
President
Date:
11/13/2026
SALAMON STEVEN A J
Signature:
Steven Salamon
Name/Title:
Steven Salamon
Date:
11/13/2026
Aharon Gil
Signature:
Gil Aharon
Name/Title:
Gil Aharon
Date:
11/13/2026
Rosalind Master Fund L.P.
Signature:
Mike McDonald
Name/Title:
Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
