Biofrontera Inc. received an amended Schedule 13G/A from Rosalind Advisors, Inc., Rosalind Master Fund L.P., and portfolio managers Steven Salamon and Gilad Aharon reporting a significant ownership position in the company’s common shares.
The reporting group may be deemed to beneficially own 1,275,609 common shares, representing approximately 9.96% of Biofrontera’s 12,803,344 common shares outstanding as of May 13, 2026. They also hold preferred shares and convertible debt that would be convertible into an additional 15,526,020 common shares; however, a 9.99% ownership “blocker” provision prevents exercising these instruments to the extent such exercise would push ownership above that threshold, so they state they cannot currently exercise them.
The reporting persons have shared voting and dispositive power over 1,275,609 shares and no sole voting or dispositive power. Rosalind Advisors acts as investment advisor to the fund, and Salamon and Aharon as portfolio managers, but they each disclaim beneficial ownership of shares held by the fund.
Positive
None.
Negative
None.
Key Figures
Beneficially owned common shares:1,275,609 sharesShares outstanding:12,803,344 sharesReported ownership percentage:9.9%+4 more
7 metrics
Beneficially owned common shares1,275,609 sharesCommon stock beneficially owned by Rosalind Master Fund L.P.
Shares outstanding12,803,344 sharesBiofrontera common stock outstanding as of May 13, 2026
Reported ownership percentage9.9%Percent of Biofrontera common shares reported for each reporting person
Approximate beneficial ownership9.96%Rosalind Master Fund L.P. beneficial ownership of common stock only
Potential shares from preferred stock12,545,855 sharesCommon shares issuable upon exercise of preferred shares
Potential shares from convertible debt2,980,165 sharesCommon shares issuable upon exercise of convertible debt
Ownership blocker threshold9.99%Maximum beneficial ownership allowed before exercise of preferred or debt is blocked
Key Terms
beneficial ownership, blocker provision, convertible debt, preferred shares, +2 more
6 terms
beneficial ownershipfinancial
"may have been deemed to have the beneficial ownership of 1,275,609 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 provisionfinancial
"because they contain a blocker provision under which the holder"
convertible debtfinancial
"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.
preferred sharesfinancial
"shares of Common Stock issuable upon exercise of preferred shares"
Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.
shared voting powerfinancial
"Shared power to vote or to direct the vote"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"Shared power to dispose or to direct the disposition of"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
What ownership stake in Biofrontera Inc. (BFRI) does Rosalind Master Fund report?
Rosalind Master Fund reports beneficial ownership of 1,275,609 Biofrontera common shares, or about 9.96% of the 12,803,344 shares outstanding as of May 13, 2026, based on the issuer’s May 14, 2026 Form 10-Q.
How many Biofrontera (BFRI) shares could be issued from Rosalind’s preferred and debt holdings?
Rosalind’s position includes 12,545,855 common shares issuable from preferred shares and 2,980,165 from convertible debt, totaling 15,526,020 potential additional shares, separate from the currently counted 1,275,609 common shares.
Why can’t Rosalind currently convert its Biofrontera (BFRI) preferred shares and convertible debt?
The preferred shares and convertible debt contain a 9.99% blocker provision, which prevents exercise if it would result in beneficial ownership above 9.99% of Biofrontera’s common stock, so Rosalind states it cannot currently exercise them.
What voting and dispositive power does Rosalind have over Biofrontera (BFRI) shares?
The reporting persons state they have shared voting and dispositive power over 1,275,609 Biofrontera common shares and no sole voting or dispositive power over any shares as of the reporting date.
How is the 9.9% Biofrontera (BFRI) ownership percentage for Rosalind calculated?
The Schedule 13G/A states each reporting person’s 9.9% or approximately 9.96% ownership is calculated using 12,803,344 Biofrontera common shares outstanding as of May 13, 2026, as disclosed in the issuer’s May 14, 2026 Form 10-Q.
Do Rosalind Advisors and its managers claim beneficial ownership of Biofrontera (BFRI) shares?
Rosalind Advisors, Inc. and portfolio manager Steven Salamon may be deemed beneficial owners of Biofrontera shares held by Rosalind Master Fund, but the filing explicitly states they disclaim beneficial ownership of those shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Biofrontera Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
09077D209
(CUSIP Number)
06/30/2026
(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
16,801,629.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,801,629.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,801,629.00
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 12,803,344 common stock as of May 13, 2026, as reported in the 10Q filed on May 14, 2026 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) 1,275,609 shares of Common Stock
12,545,855 shares of Common Stock issuable upon exercise of preferred shares
2,980,165 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
16,801,629.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,801,629.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,801,629.00
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) 1,275,609 shares of Common Stock
12,545,855 shares of Common Stock issuable upon exercise of preferred shares
2,980,165 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
16,801,629.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,801,629.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,801,629.00
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) 1,275,609 shares of Common Stock
12,545,855 shares of Common Stock issuable upon exercise of preferred shares
2,980,165 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
16,801,629.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,801,629.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,801,629.00
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) 1,275,609 shares of Common Stock
12,545,855 shares of Common Stock issuable upon exercise of preferred shares
2,980,165 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 12,803,344 common stock as of May 13, 2026, as reported in the 10Q filed on May 14, 2026 by the issuer.
Rosalind Master Fund L.P. may have been deemed to have the beneficial ownership of 1,275,609 shares of common stock representing the beneficial ownership of approximately 9.96% of the common stocks as mentioned above, which excludes the 15,526,020 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. 1,275,609
Rosalind Master Fund L.P. 1,275,609
Steven Salamon 1,275,609
Gilad Aharon 1,275,609
(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. 1,275,609
Rosalind Master Fund L.P. 1,275,609
Steven Salamon 1,275,609
Gilad Aharon 1,275,609
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:
08/12/2026
SALAMON STEVEN A J
Signature:
Steven Salamon
Name/Title:
Steven Salamon
Date:
08/12/2026
Aharon Gil
Signature:
Gil Aharon
Name/Title:
Gil Aharon
Date:
08/12/2026
Rosalind Master Fund L.P.
Signature:
Mike McDonald
Name/Title:
Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
