Rosalind's 9.9% Position in Kiora Held Through Warrants

Rhea-AI Filing Summary

Rosalind Advisors, Rosalind Master Fund L.P. and two affiliated portfolio managers report beneficial ownership of 464,676 shares of Kiora Pharmaceuticals represented by warrants, which the filing treats as issuable Common Stock. The reported position equals 9.9% of the class based on 3,433,491 shares reported by the issuer, and all four reporting persons show 0 sole voting or dispositive power and 464,676 shared voting and dispositive power.

The filing notes these are pre-funded warrants subject to a blocker provision that prevents exercise to the extent it would raise beneficial ownership above 9.99%, so the actual number of Common Shares the reporting persons may hold after applying the blockers is lower than the amounts reported. The reporting parties certify the holdings were acquired in the ordinary course of business and not to influence control of the issuer.

Positive

• Material economic stake disclosed: The reporting group holds 464,676 warrants representing a 9.9% position of the class, which signals significant investor interest.
• Ordinary-course certification: Reporting parties certify the securities were acquired and are held in the ordinary course of business and not to influence control.

Negative

• Holdings are warrants, not current common stock: The position does not represent immediate voting control or ownership of outstanding shares.
• Blocker provision limits exercise: Pre-funded warrant terms prevent exercise to the extent it would raise ownership above 9.99%, reducing the potential for immediate influence or conversion.

Insights

Securities Analyst

TL;DR: A sizeable economic position (9.9%) is held via warrants, limiting immediate voting control and creating potential future dilution.

The filing discloses a material position equal to 9.9% of outstanding common stock, but the stake is composed of warrants, not presently outstanding common shares. Sole voting and dispositive power are reported as zero, indicating no direct control today. The presence of a blocker provision preventing exercise above 9.99% reduces the likelihood of immediate conversion to voting stock. For investors, this is a notable passive economic exposure rather than an active governance event.

Corporate Governance Expert

TL;DR: Holders disclaim control and certify ordinary-course intent; governance influence appears limited by shared power and blocker terms.

The reporting entities and individuals explicitly disclaim beneficial ownership beyond the warrants and assert the securities were not acquired to influence control. With 0 sole voting or dispositive power and only shared power tied to the warrants, the filing indicates limited present ability to direct corporate actions. The blocker on pre-funded warrants further constrains any conversion that would exceed the 9.99% threshold, keeping immediate governance impact low.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

KIORA PHARMACEUTICALS INC

(Name of Issuer)

Common Shares

(Title of Class of Securities)

49721T101

(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. 49721T101

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 464,676.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 464,676.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

464,676.00

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 3,433,491 common stock as of August 6th, 2025, as reported by the Issuer on the 10Q filed. 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) 464,676 shares of Common Stock issuable upon exercise of warrants

SCHEDULE 13G

CUSIP No. 49721T101

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 464,676.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 464,676.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

464,676.00

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) 464,676 shares of Common Stock issuable upon exercise of warrants

SCHEDULE 13G

CUSIP No. 49721T101

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 464,676.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 464,676.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

464,676.00

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) 464,676 shares of Common Stock issuable upon exercise of warrants

SCHEDULE 13G

CUSIP No. 49721T101

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 464,676.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 464,676.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

464,676.00

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) 464,676 Shares of Common Stock issuable upon exercise of warrants

SCHEDULE 13G

Item 1.
(a)	Name of issuer: KIORA PHARMACEUTICALS INC
(b)	Address of issuer's principal executive offices: 332 ENCINITAS BOULEVARD, 332 ENCINITAS BOULEVARD, ENCINITAS, CALIFORNIA, 92024.
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.: 49721T101
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 4a to c is set forth in Rows 5 to 7 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 3,433,491 common stock as of August 6th, 2025, as reported by the Issuer on the 10Q filed. Rosalind Master Fund L.P. may have been deemed to have no beneficial ownership of shares of common stock, which excludes the 464,676 shares issuable upon the exercise of pre-funded warrants because they contain a blocker provision under which the holder thereof does not have the right to exercise any of the warrant 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 warrants 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: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
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:	08/13/2025

SALAMON STEVEN A J

Signature:	Steven Salamon
Name/Title:	Steven Salamon
Date:	08/13/2025

Aharon Gil

Signature:	Gil Aharon
Name/Title:	Gil Aharon
Date:	08/13/2025

Rosalind Master Fund L.P.

Signature:	Mike McDonald
Name/Title:	Director, Rosalind (Cayman) Ltd. (as General Partner to Rosalind Master Fund)
Date:	08/13/2025

FAQ

How many KPRX shares are reported as beneficially owned?

The filing reports 464,676 shares of Common Stock issuable upon exercise of warrants.

What percentage of KPRX does the reported position represent?

The reported position represents 9.9% of the class based on 3,433,491 shares reported by the issuer.

Do the reporting persons have voting or dispositive power over these KPRX securities?

The filing shows 0 sole voting or dispositive power and 464,676 shared voting and dispositive power.

Are these common shares or warrants for KPRX?

The securities reported are warrants (pre-funded warrants) that are exercisable into Common Stock.

Can the reporting parties immediately convert to more than 9.99% ownership?

No; the pre-funded warrants contain a blocker provision that prevents exercise to the extent it would increase beneficial ownership above 9.99%.