Rosalind Discloses 14.43M-Share Position in Biofrontera (BFRIW) Including Convertibles

Rhea-AI Filing Summary

Rosalind Advisors, Rosalind Master Fund L.P., Steven Salamon and Gil Aharon report beneficial ownership totaling 14,432,072 Biofrontera common shares, presented as 9.9% of the class based on 10,138,567 outstanding shares reported by the issuer. The filing shows shared voting and dispositive power over 14,432,072 shares and identifies 976,448 directly held common shares.

The total reported includes 10,733,278 shares issuable on preferred-share exercise and 2,722,346 issuable on convertible-debt conversion, but a contractual "blocker" prevents exercise to the extent it would push ownership above 9.99%. The filing states those convertible/preferred securities were not exercisable due to the blockers and the Advisor and Mr. Salamon disclaim direct beneficial ownership of RMF's shares.

Positive

• Transparent breakdown: Filing itemizes held common shares and amounts issuable through preferreds and convertible debt (976,448; 10,733,278; 2,722,346).
• Material stake disclosed: Reports an aggregate position of 14,432,072 shares, shown as 9.9% of the class, providing clear investor visibility.
• Blocker disclosure: Explicit statement that blocker provisions prevent exercise above 9.99%, reducing immediate conversion risk.

Negative

• Large contingent issuance: Combined preferred and convertible instruments total 13,455,624 shares issuable, a sizeable contingent overhang relative to outstanding common shares.
• Reported versus exercisable mismatch: The aggregate 14,432,072 figure includes securities that were not exercisable due to blockers, which could confuse investors about actual current ownership.
• Shared control concentration: Shared voting/dispositive power over 14,432,072 shares indicates significant influence, though not sole control.

Insights

Financial Analyst

TL;DR: Filing discloses a near-10% position (14.43M shares) that mainly reflects convertibles/preferreds constrained by blocker provisions.

The Schedule 13G/A details an aggregate position of 14,432,072 shares (9.9%). Only 976,448 are reported as currently held common shares; the remainder represents 10,733,278 preferred-share exercises and 2,722,346 convertible-debt conversions. Importantly, the reporting persons state that blocker provisions prevent exercise to the extent it would exceed 9.99%, and that those securities were not exercisable as of the event date. For investors, the filing provides clarity on the composition of the position and on the limits to immediate conversion-driven ownership expansion.

Corporate Governance Expert

TL;DR: The disclosure shows concentrated shared voting/dispositive power but also legal restraints that limit immediate control shifts.

The reporting group records shared voting and dispositive power over 14,432,072 shares while explicitly acknowledging blocker clauses that prevent exercising preferreds/convertibles beyond 9.99%. The filing identifies the advisor, the master fund, and two portfolio managers as reporting persons and includes a clear breakdown of instruments. This is a governance-relevant disclosure: it documents both potential economic exposure through contingent instruments and the contractual limits that restrict near-term voting or control changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

Biofrontera Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

09077D209

(CUSIP Number)

06/30/2025

(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 14,432,072.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,432,072.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,432,072.00

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 10,138,567 common stock as of July 15, 2025, as reported by the Issuer on the S1 filed on July 16, 2025. 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) 976,448 shares of Common Stock 10,733,278 shares of Common Stock issuable upon exercise of preferred shares 2,722,346 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 14,432,072.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,432,072.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,432,072.00

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) 976,448 shares of Common Stock 10,733,278 shares of Common Stock issuable upon exercise of preferred shares 2,722,346 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 14,432,072.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,432,072.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,432,072.00

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) 976,448 shares of Common Stock 10,733,278 shares of Common Stock issuable upon exercise of preferred shares 2,722,346 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 14,432,072.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,432,072.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,432,072.00

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) 976,448 shares of Common Stock 10,733,278 shares of Common Stock issuable upon exercise of preferred shares 2,722,346 shares of Common Stock issuable upon exercise of convertible debt

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Biofrontera Inc.
(b)	Address of issuer's principal executive offices: 120 PRESIDENTIAL WAY,, 120 PRESIDENTIAL WAY,, WOBURN, MASSACHUSETTS, 01801.
Item 2.
(a)	Name of person filing: 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 10,138,567 common stock as of July 15, 2025, as reported by the Issuer on the S1 filed on July 16, 2025. Rosalind Master Fund L.P. may have been deemed to have the beneficial ownership of 976,448 shares of common stock representing the beneficial ownership of approximately 9.63% of the common stocks as mentioned above, which excludes the 13,455,624 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. 976,448 Rosalind Master Fund L.P. 976,448 Steven Salamon 976,448 Gilad Aharon 976,448
	(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. 976,448 Rosalind Master Fund L.P. 976,448 Steven Salamon 976,448 Gilad Aharon 976,448
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	08/11/2025

SALAMON STEVEN A J

Signature:	Steven Salamon
Name/Title:	Steven Salamon
Date:	08/11/2025

Aharon Gil

Signature:	GiL Aharon
Name/Title:	Gil Aharon
Date:	08/11/2025

Rosalind Master Fund L.P.

Signature:	Mike McDonald
Name/Title:	Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
Date:	08/11/2025

FAQ

What stake does Rosalind Advisors report in Biofrontera (BFRIW)?

The filing reports an aggregate beneficial position of 14,432,072 shares, equal to 9.9% of the class based on the issuer's reported 10,138,567 outstanding shares.

How many common shares does the reporting group directly hold?

The filing identifies 976,448 common shares as directly held and subject to shared voting and dispositive power.

What convertible or preferred instruments are included in the 13G calculation?

The reported totals include 10,733,278 shares issuable upon exercise of preferred shares and 2,722,346 shares issuable upon conversion of convertible debt.

What is the effect of the blocker provisions noted in the filing?

A contractual 'blocker' prevents exercise or conversion to the extent such action would result in ownership above 9.99%; the filing states the convertible/preferred securities were not exercisable due to these blockers.

Who are the reporting persons named in the Schedule 13G/A for BFRIW?

The reporting persons are Rosalind Advisors, Inc., Rosalind Master Fund L.P., Steven Salamon and Gil Aharon as identified in the filing.