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[SCHEDULE 13G/A] Biofrontera Inc. Amended Passive Investment Disclosure

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

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.





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




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




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




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




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



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)
Date:02/11/2026

FAQ

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.
Biofrontera

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