Rosalind Master Fund L.P. and related parties report beneficial ownership of approximately 9.9% of Biofrontera Inc. common shares. The stake is reported on a passive basis and is calculated using 11,648,323 common shares outstanding as of November 10, 2025.
Rosalind Master Fund L.P. may be deemed to beneficially own 1,140,764 common shares, with additional 15,048,017 shares issuable from preferred shares and convertible debt that are subject to a 9.99% ownership blocker and therefore not currently exercisable. Rosalind Advisors, Inc. acts as investment adviser, and portfolio managers Steven Salamon and Gilad Aharon may be deemed beneficial owners but disclaim beneficial ownership.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Biofrontera Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
09077D209
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
16,188,781.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,188,781.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,188,781.00
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 11,648,323 common stock as of November 10, 2025, from the 10-Q filed on November 12, 2025 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) 1,140,764 shares of Common Stock
12,828,452 shares of Common Stock issuable upon exercise of preferred shares
2,219,565 shares of Common Stock issuable upon exercise of convertible debt
SCHEDULE 13G
CUSIP No.
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
16,188,781.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,188,781.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,188,781.00
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) 1,140,764 shares of Common Stock
12,828,452 shares of Common Stock issuable upon exercise of preferred shares
2,219,565 shares of Common Stock issuable upon exercise of convertible debt
SCHEDULE 13G
CUSIP No.
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
16,188,781.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,188,781.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,188,781.00
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) 1,140,764 shares of Common Stock
12,828,452 shares of Common Stock issuable upon exercise of preferred shares
2,219,565 shares of Common Stock issuable upon exercise of convertible debt
SCHEDULE 13G
CUSIP No.
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
16,188,781.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,188,781.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,188,781.00
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) 1,140,764 shares of Common Stock
12,828,452 shares of Common Stock issuable upon exercise of preferred shares
2,219,565 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 11,648,323 common stock as of November 10, 2025, from the 10-Q filed by the issuer on November 12,2025.
Rosalind Master Fund L.P. may have been deemed to have the beneficial ownership of 1,140,764 shares of common stock representing the beneficial ownership of approximately 9.99% of the common stocks as mentioned above, which excludes the 15,048,017 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. 1,140,764
Rosalind Master Fund L.P. 1,140,764
Steven Salamon 1,140,764
Gilad Aharon 1,140,764
(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. 1,140,764
Rosalind Master Fund L.P. 1,140,764
Steven Salamon 1,140,764
Gilad Aharon 1,140,764
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:
02/11/2026
SALAMON STEVEN A J
Signature:
Steven Salamon
Name/Title:
Steven Salamon
Date:
02/11/2026
Aharon Gil
Signature:
Aharon Gil
Name/Title:
Aharon Gil
Date:
02/11/2026
Rosalind Master Fund L.P.
Signature:
Mike McDonald
Name/Title:
Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
What ownership stake in Biofrontera Inc. (BFRI) does Rosalind report?
Rosalind-affiliated entities report beneficial ownership of about 9.9% of Biofrontera Inc. common shares. This percentage is based on 11,648,323 common shares outstanding as of November 10, 2025, as stated in the company’s quarterly report.
How many Biofrontera Inc. shares does Rosalind Master Fund L.P. beneficially own?
Rosalind Master Fund L.P. may be deemed to beneficially own 1,140,764 Biofrontera common shares. This figure represents the shares counted toward its approximately 9.99% stake and excludes additional shares that are currently blocked from exercise.
What additional Biofrontera Inc. shares are tied to preferred stock and convertible debt?
The filing notes 15,048,017 Biofrontera common shares are issuable upon exercise of preferred shares and convertible debt. These consist of common shares underlying those instruments but are excluded from current ownership due to a 9.99% blocker provision.
How does the 9.99% blocker affect Rosalind’s Biofrontera holdings?
The 9.99% blocker prevents holders from exercising preferred shares or convertible debt if it would push beneficial ownership above 9.99%. As a result, Rosalind cannot currently exercise any of those securities, limiting beneficial ownership to the existing common shares.
Who are the reporting persons in the Biofrontera Inc. Schedule 13G/A?
The reporting persons are Rosalind Advisors, Inc., Rosalind Master Fund L.P., Steven Salamon, and Gilad Aharon. Rosalind Advisors advises the fund, and Salamon and Aharon are portfolio managers; the adviser and Salamon disclaim beneficial ownership of the shares.
Is Rosalind’s Biofrontera Inc. stake reported as a control or passive position?
The stake is certified as held in the ordinary course of business and not for the purpose of changing or influencing control of Biofrontera Inc. The securities are not held in connection with any transaction aimed at influencing control, according to the certification language.