Основная статистика
| CIK | 1713863 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rafael Holdings, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| August 7, 2025 |
Exhibit 10.2 GENERAL RELEASE AGREEMENT This General Release Agreement (the “Agreement”) is entered into by and between Cyclo Therapeutics LLC (f/k/a Cyclo Therapeutics Inc.) (the “Company”) and Rafael Holdings, Inc. (“RFL”), on the one hand, and N. Scott Fine (“Employee”), on the other hand, and the parties agree to the terms and conditions set forth below: 1. Employee resigned from his employment |
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| August 7, 2025 |
NOVATION AND AMENDMENT TO AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 NOVATION AND AMENDMENT TO AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Novation and Amendment (the “Novation”), dated as of August 6, 2025, is entered into by and between Cyclo Therapeutics LLC (f/k/a Cyclo Therapeutics Inc.) (“Cyclo”), Rafael Holdings, Inc. (“RFL”), and Joshua Fine (the “Executive”) (individually, each a “Party” and collectively, the “Parties”). WHEREAS, th |
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| July 18, 2025 |
Exhibit 99.1 FOURTH AMENDED AND RESTATED BY-LAWS OF RAFAEL HOLDINGS, INC. (hereinafter called the “Corporation”) Effective as of July 14, 2025 ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| June 26, 2025 |
Exhibit 107 FEE TABLES FOR FORM S-8 Calculation of Filing Fee Tables Form S-8 (Form Type) RAFAEL HOLDINGS, INC. |
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| June 26, 2025 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 82-2296593 (State of Incorporation) (I.R.S. Employer Identification No.) 520 Broad Street Newark, New Jersey 07102 (212) 658-1450 (Address of Principal Exe |
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| June 18, 2025 |
Exhibit 99.1 Rafael Holdings Announces Continuation of its Phase 3 Study for the Treatment of Niemann-Pick Disease Type C1 (NPC1) Following Independent Data Monitoring Committee (DMC) Review of Prespecified 48-Week Interim Data Phase 3 TransportNPC study to continue based on the independent DMC review of safety and efficacy data at prespecified 48-week interim analysis Data on the investigational |
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| June 18, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| June 11, 2025 |
Exhibit 99.1 Rafael Holdings Reports Third Quarter Fiscal 2025 Financial Results Cyclo Therapeutics’ TransportNPC™ Phase 3 clinical trial for Trappsol® Cyclo™ for the treatment of Niemann-Pick Disease Type C1, a rare and fatal genetic disease, is fully enrolled and results from the 48-week interim analysis are expected later this month NEWARK, NJ – June 11, 2025 (GLOBE NEWSWIRE) - Rafael Holdings, |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended April 30, 2025. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as s |
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| June 4, 2025 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File N |
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| June 4, 2025 |
Rafael Holdings, Inc. Announces Final Results and Closing of Rights Offering Exhibit 99.1 Rafael Holdings, Inc. Announces Final Results and Closing of Rights Offering NEWARK, NJ– June 4, 2025 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL; NYSE American: RFL-WT) announced today the final results and closing of its $25.0 million rights offering (the “Rights Offering”). The subscription period of the Rights Offering expired at 5:00 P.M. Eastern Time, on May 29, 2025. Th |
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| May 20, 2025 |
Exhibit 99.1 Rafael Holdings, Inc. Provides Update to the Description of Subscription Rights Related to its Public Warrants in Connection With its Previously Announced $25 Million Rights Offering to Support Its Commitment to the Development and Potential Launch of Trappsol® Cyclo™ NEWARK, NJ– May 20, 2025 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL; NYSE American: RFL-WT) today provided an |
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| May 20, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File Nu |
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| May 6, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-286622 19,531,250 Shares of Class B Common Stock at $1.28 Per Share issuable upon exercise of Subscription Rights distributed to Eligible Holders Rafael Holdings, Inc., a Delaware corporation (the “Company,” “Rafael,” “we,” “us,” or “our”), is distributing at no charge to the holders of (i) our Class A common stock, par value $0.01 per share (“ |
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| May 6, 2025 |
Exhibit 99.1 STANDBY PURCHASE AGREEMENT This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into on May 6, 2025, by and between Rafael Holdings, Inc., a Delaware corporation (the “Company”), and Howard S. Jonas (the “Standby Purchaser”). RECITALS WHEREAS, the Company proposes to distribute, at no charge, to each holder of record of (i) the Class A Common Stock, par value $0.01 p |
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| May 5, 2025 |
Exhibit 99.1 Rafael Holdings, Inc. Announces Revised Subscription Rights in Connection With its Previously Announced $25 Million Rights Offering to Support Its Commitment to the Development and Potential Launch of Trappsol® Cyclo™ NEWARK, NJ– May 5, 2025 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL; NYSE American: RFL-WT) today announced revised subscription rights in connection with its pr |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| April 29, 2025 |
Exhibit 99.1 Rafael Holdings, Inc. Announces Proposed Terms of a $25 Million Rights Offering to Support Its Commitment to the Development and Potential Launch of Trappsol® Cyclo™ NEWARK, NJ– April 29, 2025 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL; NYSE American: RFL-WT) today announced a rights offering, including key dates and terms. The planned offering is designed to provide existing |
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| April 29, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| April 28, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introductory Note On March 25, 2025, Rafael Holdings, Inc. (“Rafael” or the “Company”), Cyclo Therapeutics, Inc. (“Cyclo”), Tandem Therapeutics, Inc., a wholly-owned subsidiary of the Company (“First Merger Sub”), and Tandem Therapeutics, LLC, a wholly-owned subsidiary of the Company (“Second Merger Sub”), completed a busine |
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| April 28, 2025 |
Exhibit 99.1 CYCLO THERAPEUTICS, INC. FINANCIAL STATEMENTS DECEMBER 31, 2024 and 2023 CYCLO THERAPEUTICS, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4 C |
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| April 28, 2025 |
April 28, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 28, 2025 |
As filed with the Securities and Exchange Commission on April 28, 2025 As filed with the Securities and Exchange Commission on April 28, 2025 Registration No. |
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| April 28, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| April 24, 2025 |
Exhibit 99.1 Rafael Holdings Strengthens its Focus on the Development of Trappsol® Cyclo™ and Announces Chief Executive Officer Bill Conkling Will Be Stepping Down from His Role Cyclo Therapeutics’ TransportNPC™ Phase 3 clinical trial for Trappsol® Cyclo™ for the treatment of Niemann-Pick Disease Type C1, a rare and fatal genetic disease, is fully enrolled and results from the 48-week interim anal |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| April 18, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) RAFAEL HOLDINGS, INC. |
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| April 18, 2025 |
As filed with the Securities and Exchange Commission on April 18, 2025 As filed with the Securities and Exchange Commission on April 18, 2025 Registration No. |
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| March 26, 2025 |
Exhibit 99.1 Rafael Holdings Completes Merger with Cyclo Therapeutics Following Shareholder Approvals Cyclo Therapeutics’ TransportNPC™ Phase 3 clinical trial for Trappsol® Cyclo™ for the treatment of Niemann-Pick Disease Type C1, a rare and fatal genetic disease, is fully enrolled and results from the 48-week interim analysis are expected in the middle of 2025 NEWARK, NJ and GAINESVILLE, FL – Mar |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| March 25, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 82-2296593 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2025. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| March 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| March 14, 2025 |
Exhibit 99.1 Rafael Holdings Reports Second Quarter Fiscal 2025 Financial Results The planned merger with Cyclo Therapeutics is anticipated to close in Q3 pending shareholder approvals Post-merger the Company intends to focus its efforts on Cyclo’s lead clinical program Trappsol® Cyclo™ NEWARK, NJ – March 13, 2025 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its financial r |
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| February 13, 2025 |
PROXY STATEMENT OF CYCLO THERAPEUTICS, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-282558 Dear Stockholders: On behalf of the board of directors of Rafael Holdings, Inc. (“Rafael”), I am pleased to enclose the joint proxy statement/prospectus for the merger of Rafael and Cyclo Therapeutics, Inc. (“Cyclo”). As previously announced, on August 21, 2024, Rafael entered into an Agreement and Plan of Merger, as amended as of Decemb |
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| February 13, 2025 |
As filed with the Securities and Exchange Commission on February 13, 2025 As filed with the Securities and Exchange Commission on February 13, 2025 Registration No. |
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| February 13, 2025 |
February 13, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 11, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) RAFAEL HOLDINGS, INC. |
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| February 11, 2025 |
Consent of Cassel Salpeter & Co LLC Exhibit 99.6 CONSENT OF CASSEL SALPETER & CO., LLC Cassel Salpeter & Co., LLC (“CS”) hereby consents to the inclusion of its opinion letter, dated August 21, 2024, to the Special Committee of the Board of Directors of Cyclo Therapeutics, Inc. (“Cyclo”) as Annex E to Amendment No. 4 to the Joint Proxy Statement/Prospectus included in the registration statement of Rafael Holdings, Inc. (the “Registr |
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| February 11, 2025 |
Exhibit 10.7 EXECUTION VERSION AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 30, 2025, by and between Cyclo Therapeutics Inc., a Nevada corporation with its principal place of business at 6714 NW 16th Street, Suite B, Gainesville, FL 32653 (the “Company”) and Joshua Fine (the “Executive”) (collectiv |
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| February 11, 2025 |
Form of Proxy Card of Cyclo Therapeutics, Inc. Exhibit 99.3 VOTE ON INTERNET Go to http://www.Vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 p.m. Eastern Daylight Time on March 20, 2025. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to [email protected] * SPECIMEN * 1 MAIN STREET VOTE BY MAIL ANYWHERE PA 99999-9999 Mark, sign and d |
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| February 11, 2025 |
As filed with the Securities and Exchange Commission on February 11, 2025 As filed with the Securities and Exchange Commission on February 11, 2025 Registration No. |
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| February 11, 2025 |
Form of Proxy Card of Rafael Holdings, Inc. Exhibit 99.2 SPECIAL MEETING OF STOCKHOLDERS OF RAFAEL HOLDINGS, INC. March 20, 2025 Important Notice Regarding the Availability of Proxy Materials for the Rafael Holdings, Inc. Stockholders Meeting to be Held on March 20, 2025: The Notice and accompanying Proxy Statement are available at: https://rafaelholdings.irpass.com /proxystatements Please date, sign and mail your proxy card in the envelope |
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| February 11, 2025 |
Exhibit 10.6 EXECUTION VERSION AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 30, 2025, by and between Cyclo Therapeutics Inc., a Nevada corporation with its principal place of business at 6714 NW 16th Street, Suite B, Gainesville, FL 32653 (the “Company”) and N. Scott Fine (the “Executive”) (collect |
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| February 11, 2025 |
Exhibit 10.8 EXECUTION VERSION AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 30, 2025, by and between Cyclo Therapeutics Inc., a Nevada corporation with its principal place of business at 6714 NW 16th Street, Suite B, Gainesville, FL 32653 (the “Company”) and Michael Lisjak (the “Executive”) (collec |
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| February 11, 2025 |
February 11, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| February 10, 2025 |
Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of February 4, 2025, is entered into by and among, RAFAEL HOLDINGS, INC., a Delaware corporation (“Parent”), TANDEM THERAPEUTICS, INC., a Nevada corporation and a wholly-owned subsidiary of Parent (“First Merger Sub”), TANDEM THERAPEUTICS, LLC, a Nevada limi |
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| January 13, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fil |
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| January 10, 2025 |
January 10, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 10, 2025 |
Consent of Cassel Salpeter & Co LLC Exhibit 99.6 CONSENT OF CASSEL SALPETER & CO., LLC Cassel Salpeter & Co., LLC (“CS”) hereby consents to the inclusion of its opinion letter, dated August 21, 2024, to the Special Committee of the Board of Directors of Cyclo Therapeutics, Inc. (“Cyclo”) as Annex E to Amendment No. 3 to the Joint Proxy Statement/Prospectus included in the registration statement of Rafael Holdings, Inc. (the “Registr |
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| January 10, 2025 |
As filed with the Securities and Exchange Commission on January 10, 2025 As filed with the Securities and Exchange Commission on January 10, 2025 Registration No. |
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| January 8, 2025 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, William Conkling, certify that: 1. I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K/A of Rafael Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the |
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| January 8, 2025 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.02 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, David Polinsky, certify that: 1. I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K/A of Rafael Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th |
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| January 8, 2025 |
January 8, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 8, 2025 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with this Amendment No. 2 Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K/A for the annual period ended July 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, William Conkling, Ch |
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| January 8, 2025 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with this Amendment No. 2 to the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K/A for the annual period ended July 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, David Polinsk |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended July 31, 2024. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission F |
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| December 20, 2024 |
As filed with the Securities and Exchange Commission on December 19, 2024 As filed with the Securities and Exchange Commission on December 19, 2024 Registration No. |
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| December 20, 2024 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, William Conkling, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Rafael Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended July 31, 2024. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| December 20, 2024 |
Exhibit 97 Compensation Clawback Policy As of November 15, 2023 1. PURPOSE AND SCOPE Rafael Holdings, Inc. (the “Company”) has adopted this compensation clawback policy (the “Policy”) to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), as codified by Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), and Section |
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| December 20, 2024 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with this Amendment No. 1 to the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K/A for the annual period ended July 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, David Polinsk |
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| December 20, 2024 |
Consent of Cassel Salpeter & Co LLC Exhibit 99.6 CONSENT OF CASSEL SALPETER & CO., LLC Cassel Salpeter & Co., LLC (“CS”) hereby consents to the inclusion of its opinion letter, dated August 21, 2024, to the Special Committee of the Board of Directors of Cyclo Therapeutics, Inc. (“Cyclo”) as Annex E to Amendment No. 2 to the Joint Proxy Statement/Prospectus included in the registration statement of Rafael Holdings, Inc. (the “Registr |
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| December 20, 2024 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with this Amendment No. 1 Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K/A for the annual period ended July 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, William Conkling, Ch |
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| December 20, 2024 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.02 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, David Polinsky, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of Rafael Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make th |
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| December 19, 2024 |
December 19, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 19, 2024 |
December 19, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October 31, 2024. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| December 11, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission F |
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| December 11, 2024 |
Exhibit 99.1 Rafael Holdings Reports First Quarter Fiscal 2025 Financial Results Upon completion of our proposed merger with Cyclo Therapeutics the Company intends to focus its efforts on Cyclo’s lead clinical program Trappsol® Cyclo™ NEWARK, NJ – December 11, 2024 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its financial results for the first quarter of fiscal year 2025 e |
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| November 22, 2024 |
As filed with the Securities and Exchange Commission on November 21, 2024 As filed with the Securities and Exchange Commission on November 21, 2024 Registration No. |
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| November 22, 2024 |
Consent of Cassel Salpeter & Co LLC Exhibit 99.6 CONSENT OF CASSEL SALPETER & CO., LLC Cassel Salpeter & Co., LLC (“CS”) hereby consents to the inclusion of its opinion letter, dated August 21, 2024, to the Special Committee of the Board of Directors of Cyclo Therapeutics, Inc. (“Cyclo”) as Annex E to Amendment No. 1 to the Joint Proxy Statement/Prospectus included in the registration statement of Rafael Holdings, Inc. (the “Registr |
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| November 21, 2024 |
November 21, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 7, 2024 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, William Conkling, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rafael Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| November 7, 2024 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.02 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, David Polinsky, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rafael Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig |
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| November 7, 2024 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Our authorized capital stock consists of (i) 35 million shares of Class A common stock, (ii) 200 million shares of Class B common stock, and (iii) 10 million shares of Preferred Stock. The following description of our classes of authorized stock does not purport to be com |
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| November 7, 2024 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended July 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, David Polinsky, Chief Financial Officer |
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| November 7, 2024 |
Letter Agreement dated November 16, 2023, between the Company and John Goldberg Exhibit 10.4 November 16, 2023 Dear Dr. Goldberg; It is our pleasure to offer you a position at Rafael Holdings, Inc. and or its subsidiaries (“Rafael” or the “Company”). This letter agreement (the “Letter Agreement”) outlines the terms of your employment at the Company as follows: 1. Position and Duties: You will serve as Chief Medical Officer (the “Position”), reporting to the CEO or to such oth |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended July 31, 2024. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its |
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| November 7, 2024 |
Subsidiaries of the Registrant Exhibit 21.01 DOMESTIC SUBSIDIARIES Altira Capital & Consulting, LLC (DE) Barer Institute, Inc. (DE) Broad-Atlantic Associates, LLC (DE) CS Pharma Holdings, LLC (f/k/a Mort2Chai Partners, LLC) (DE) Day Three Labs, Inc. (DE) Farber Partners, LLC (DE) Pharma Holdings, LLC (f/k/a IDT-Rafael Holdings, LLC(DE) Rafael Holdings Realty, Inc. (f/k/a IDT Capital, Inc.) (DE) Rafael Medical Devices, LLC (DE) |
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| November 7, 2024 |
Exhibit 99.1 Rafael Holdings Reports Fourth Quarter and Full Year Fiscal 2024 Financial Results Our proposed merger with Cyclo Therapeutics advances our strategy to invest in, develop and commercialize clinical stage assets which address areas of high unmet medical need NEWARK, NJ – November 6, 2024 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its financial results for the |
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| November 7, 2024 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended July 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, William Conkling, Chief Executive Offic |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: July 31, 2024 ☐ Transition Report on Form 10-K ☐ Trans |
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| October 9, 2024 |
Exhibit 99.4 LETTER OF TRANSMITTAL TO SURRENDER COMMON STOCK OF CYCLO THERAPEUTICS, INC. This Letter of Transmittal is being delivered to each record holder of capital stock (the “Company Capital Stock”) of Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), in connection with that certain Agreement and Plan of Merger, dated as of August 21, 2024 (the “Merger Agreement”), by and among |
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| October 9, 2024 |
Exhibit 99.5 Cornerstone Pharmaceuticals, Inc. (Formerly Rafael Pharmaceuticals, Inc.) Financial Statements As of and For the Six Months Ended January 31, 2024 and 2023 CORNERSTONE PHARMACEUTICALS, INC. TABLE OF CONTENTS Page FINANCIAL STATEMENTS: Balance Sheets as of January 31, 2024 and July 31, 2023 1 Statements of Operations for Six Months Ended January 31, 2024 and 2023 2 Statements of Stockh |
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| October 9, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) RAFAEL HOLDINGS, INC. |
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| October 9, 2024 |
Form of Proxy Card of Cyclo Therapeutics, Inc. Exhibit 99.3 VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 p.m. Eastern Daylight Time on [●], 2024. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to [email protected] * SPECIMEN * 1 MAIN STREET VOTE BY MAIL ANYWHERE PA 99999-9999 Mark, sign and date y |
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| October 9, 2024 |
Form of Proxy Card of Rafael Holdings, Inc. Exhibit 99.2 SPECIAL MEETING OF STOCKHOLDERS OF RAFAEL HOLDINGS, INC. [●], 2024 Important Notice Regarding the Availability of Proxy Materials for the Rafael Holdings, Inc. Stockholders Meeting to be Held on [●], 2024: The Notice and accompanying Proxy Statement are available at: https://rafaelholdings.irpass.com /proxystatements Please date, sign and mail your proxy card in the envelope provided |
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| October 9, 2024 |
Form of Rafael Public Warrant Agreement Exhibit 10.5 COMMON STOCK PURCHASE WARRANT RAFAEL HOLDINGS, INC. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exerc |
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| October 9, 2024 |
Consent of Cassel Salpeter & Co LLC Exhibit 99.6 CONSENT OF CASSEL SALPETER & CO., LLC Cassel Salpeter & Co., LLC (“CS”) hereby consents to the inclusion of its opinion letter, dated August 21, 2024, to the Special Committee of the Board of Directors of Cyclo Therapeutics, Inc. (“Cyclo”) as Annex E to the Joint Proxy Statement/Prospectus included in the registration statement of Rafael Holdings, Inc. (the “Registration Statement”) f |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 9, 2024 As filed with the Securities and Exchange Commission on October 9, 2024 Registration No. |
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| September 30, 2024 |
RFL / Rafael Holdings, Inc. / JONAS HOWARD S - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) RAFAEL HOLDINGS, INC. (Name of Issuer) Class B Common Stock, par value $0.01 per share (Title of Class of Securities) 75062E106 (CUSIP Number) Howard S. Jonas 520 Broad Street Newark, NJ 07102 (973) 438-1000 (Name, Address and Telephone Number of Person |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 21, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| August 22, 2024 |
Exhibit 99.1 Rafael Holdings and Cyclo Therapeutics Enter into a Definitive Merger Agreement Cyclo Therapeutics’ TransportNPC™ Phase 3 clinical trial for Trappsol® Cyclo™ for the treatment of Niemann-Pick Disease Type C1, a rare and fatal genetic disease, is fully enrolled and results from the 48-week interim analysis are expected in the middle of 2025 NEWARK, NJ and GAINESVILLE, FL – August 22, 2 |
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| August 22, 2024 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of August 21, 2024, by and among: Rafael Holdings, Inc., a Delaware corporation (“Parent”); Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“First Merger Sub”); Tandem Therapeutics, |
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| August 22, 2024 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made and entered into as of August 21, 2024, by and among: Rafael Holdings, Inc., a Delaware corporation (“Parent”); Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“First Merger Sub”); Tandem Therapeutics, |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 21, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| August 22, 2024 |
Exhibit 99.1 Rafael Holdings and Cyclo Therapeutics Enter into a Definitive Merger Agreement Cyclo Therapeutics’ TransportNPC™ Phase 3 clinical trial for Trappsol® Cyclo™ for the treatment of Niemann-Pick Disease Type C1, a rare and fatal genetic disease, is fully enrolled and results from the 48-week interim analysis are expected in the middle of 2025 NEWARK, NJ and GAINESVILLE, FL – August 22, 2 |
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| August 22, 2024 |
Exhibit 10.3 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of August [ ], 2024, is made and entered into by and among Howard Jonas, and individual (“Holder”), Rafael Holdings, Inc., a Delaware corporation (“Rafael”) and Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed t |
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| August 22, 2024 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August [], 2024 by and among RAFAEL HOLDINGS, INC., a Delaware corporation (the “Parent”) and CYCLO THERAPEUTICS, INC., a Nevada corporation (the “Company”), and the undersigned (the “Holder”). The Parent the Company and the Holder are sometimes referred to herein individually as a “Part |
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| August 22, 2024 |
Exhibit 10.2 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of August [] (this “Agreement”), is between Rafael Holdings, Inc., a Delaware corporation (“Rafael”), and the undersigned (the “Stockholder”). WHEREAS, concurrently with the execution of this Agreement, Rafael, Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), Tandem Therapeutics, Inc., a Nevada corporation and a d |
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| August 22, 2024 |
Exhibit 10.2 FORM OF VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of August [] (this “Agreement”), is between Rafael Holdings, Inc., a Delaware corporation (“Rafael”), and the undersigned (the “Stockholder”). WHEREAS, concurrently with the execution of this Agreement, Rafael, Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), Tandem Therapeutics, Inc., a Nevada corporation and a d |
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| August 22, 2024 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August [], 2024 by and among RAFAEL HOLDINGS, INC., a Delaware corporation (the “Parent”) and CYCLO THERAPEUTICS, INC., a Nevada corporation (the “Company”), and the undersigned (the “Holder”). The Parent the Company and the Holder are sometimes referred to herein individually as a “Part |
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| August 22, 2024 |
Exhibit 10.3 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of August [ ], 2024, is made and entered into by and among Howard Jonas, and individual (“Holder”), Rafael Holdings, Inc., a Delaware corporation (“Rafael”) and Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed t |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| June 18, 2024 |
RFL / Rafael Holdings, Inc. / JONAS HOWARD S - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Rafael Holdings, Inc. (Name of Issuer) Class B Common Stock, par value $0.01 per share (Title of Class of Securities) 75062E106 (CUSIP Number) Howard Jonas 520 Broad Street Newark, NJ 07102 (973) 438-1000 (Name, Address and Telephone Number of Person Au |
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| June 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| June 14, 2024 |
Exhibit 99.1 Rafael Holdings Reports Third Quarter Fiscal 2024 Financial Results Strategically focused on generating shareholder value by advancing our portfolio and identifying attractive investment opportunities with substantive upside potential NEWARK, NJ – June 14, 2024 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its financial results for the third quarter and the firs |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended April 30, 2024. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as s |
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| May 23, 2024 |
Exhibit 99.1 Cornerstone Pharmaceuticals, Inc. (Formerly Rafael Pharmaceuticals, Inc.) Financial Statements As of and For the Years Ended July 31, 2023 and 2022 CORNERSTONE PHARMACEUTICALS, INC. TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT 1 FINANCIAL STATEMENTS: Balance Sheets as of July 31, 2023 and 2022 3 Statements of Operations for the Years Ended July 31, 2023 and 2022 4 Statements of |
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| May 23, 2024 |
Exhibit 99.2 Cornerstone Pharmaceuticals, Inc. (Formerly Rafael Pharmaceuticals, Inc.) Financial Statements As of and For the Three Months Ended October 31, 2023 and 2022 CORNERSTONE PHARMACEUTICALS, INC. TABLE OF CONTENTS Page FINANCIAL STATEMENTS: Balance Sheets as of October 31, 2023 and July 31, 2023 1 Statements of Operations for Three Months Ended October 31, 2023 and 2022 2 Statements of St |
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| May 23, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introductory Note On March 13, 2024, Rafael Holdings, Inc. (“Rafael”, “Parent”, or the “Company”), Cornerstone Pharmaceuticals, Inc. (“Cornerstone”), and other holders of debt and equity securities of Cornerstone agreed to various transactions which effected a recapitalization and restructuring of Cornerstone, (as such term |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation |
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| March 14, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction (Commission File Number) (IRS Empl |
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| March 14, 2024 |
Exhibit 99.1 Rafael Holdings Reports Second Quarter Fiscal 2024 Financial Results Company remains focused on generating shareholder value by advancing portfolio and identifying attractive opportunities for strategic investments Increased ownership in Day Three Labs to a majority interest of 79% NEWARK, NJ – March 13, 2024 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its fin |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2024. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| March 13, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2024 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| December 14, 2023 |
Exhibit 99.1 Rafael Holdings Reports First Quarter Fiscal 2024 Financial Results Company remains focused on generating shareholder value by advancing our portfolio and identifying attractive opportunities for strategic investments NEWARK, NJ – December 14, 2023 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its financial results for the first quarter of fiscal 2024 - the thre |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October 31, 2023. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| December 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission F |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Def |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 30, 2023 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David Polinsky, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rafael Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a ma |
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| October 30, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| October 30, 2023 |
Subsidiaries of the Registrant(8) Exhibit 21.01 DOMESTIC SUBSIDIARIES Name Altira Capital & Consulting, LLC (DE) Barer Institute, Inc. (DE) Broad-Atlantic Associates, LLC (DE) CS Pharma Holdings, LLC (f/k/a Mort2Chai Partners, LLC) (DE) Farber Partners, LLC (DE) Pharma Holdings, LLC (f/k/a IDT-Rafael Holdings, LLC(DE) Rafael Holdings Realty, Inc. (f/k/a IDT Capital, Inc.) (DE) Rafael Medical Devices LLC (DE) RP Finance LLC (DE) Th |
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| October 30, 2023 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.01 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, William Conkling, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rafael Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a |
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| October 30, 2023 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Our authorized capital stock consists of (i) 35 million shares of Class A common stock, (ii) 200 million shares of Class B common stock, and (iii) 10 million shares of Preferred Stock. The following description of our classes of authorized stock does not purport to be com |
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| October 30, 2023 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002) In connection with the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended July 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, David Polinsky, Chief Financial Officer of the Company, certi |
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| October 30, 2023 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002) In connection with the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended July 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, William Conkling, Chief Executive Officer of the Company, cer |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the year ended July 31, 2023. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its |
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| October 30, 2023 |
Exhibit 99.1 Rafael Holdings Reports Fourth Quarter and Full Year Fiscal 2023 Financial Results Company positions itself to generate value for its stockholders by curtailing expenses while increasing investment in strategic opportunities NEWARK, NJ – October 30, 2023 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its financial results for the fourth quarter and full year of f |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| October 24, 2023 |
SC 13D/A 1 ea187220-13da2rafaelcyclo.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cyclo Therapeutics, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 23254X201 (CUSIP Number) William Conkling, c/o Rafael Holdings, Inc |
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| August 29, 2023 |
Exhibit 107 FEE TABLES FOR FORM S-8 Calculation of Filing Fee Tables Form S-8 (Form Type) RAFAEL HOLDINGS, INC. |
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| August 29, 2023 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 82-2296593 (State of Incorporation) (I.R.S. Employer Identification No.) 520 Broad Street Newark, New Jersey 07102 (212) 658-1450 (Address of Principal Exe |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cyclo Therapeutics, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 23254X201 (CUSIP Number) William Conkling, c/o Rafael Holdings, Inc., 520 Broad Street, Newark N.J. 07102 (Name, Address and Telephone Numb |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Rafael Holdings, Inc. (Name of Issuer) Class B Common Stock, par value $0.01 per share (Title of Class of Securities) 75062E106 (CUSIP Number) Howard S. Jonas 520 Broad Street Newark, NJ 07102 (973) 438-1000 (Name, Address and Telephone Number of Person |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended April 30, 2023. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as s |
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| June 13, 2023 |
Exhibit 99.1 Rafael Holdings Reports Third Quarter Fiscal 2023 Financial Results and Provides Business Update Since the end of the third quarter, we made an initial $2.1 million investment in Cyclo Therapeutics, Inc. (Nasdaq: CYTH) and have an agreement to increase our investment by $5 million NEWARK, NJ – June 13, 2023 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its finan |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File N |
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| May 11, 2023 |
CYTH / Cyclo Therapeutics Inc - Class A / Rafael Holdings, Inc. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Cyclo Therapeutics, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 23254X201 (CUSIP Number) William Conkling, c/o Rafael Holdings, Inc., 520 Broad Street, Newark N.J. 07102 (Name, Address and Telephone Number |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| April 4, 2023 |
Exhibit 99.1 Rafael Holdings Announces up to $5 Million Share Repurchase Program Announces expanded search for strategic opportunities beyond biopharma NEWARK, NJ – April 4, 2023 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today announced that its Board of Directors has authorized the repurchase of up to $5 million of the Company's Class B common stock. “We remain committed to strategica |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2023. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| March 14, 2023 |
Rafael Holdings Reports Second Quarter Fiscal 2023 Financial Results Exhibit 99.1 Rafael Holdings Reports Second Quarter Fiscal 2023 Financial Results NEWARK, NJ – March 14, 2023 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its second quarter fiscal 2023 financial results for the three months and six months ended January 31, 2023. “Our strong balance sheet allows us to continue to fund our pipeline assets and explore selective strategic busi |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Rafael Holdings, Inc. (Name of Issuer) Class B Common Stock, par value $0.01 per share (Title of Class of Securities) 75062E106 (CUSIP Number) Howard Jonas 520 Broad Street Newark, NJ 07102 (973) 438-1000 (Name, Address and Telephone Number of Person Au |
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| February 14, 2023 |
RFL / Rafael Holdings Inc / Park West Asset Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rafael Holdings, inc. (Name of Issuer) CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 75062E106 (CUSIP Number) DECEMBER 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| February 2, 2023 |
Separation and Release Agreement, dated February 1, 2023, between the Company and Patrick Fabbio. Exhibit 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the “Agreement”) is entered into by and between Rafael Holdings, Inc. (the “Company”) and Patrick Fabbio (“Employee”), and the parties agree to the terms and conditions set forth below: 1. Employee’s employment with the Company terminated effective as of the close of business on January 27, 2023 (t |
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| January 26, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| January 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fil |
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| December 13, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission F |
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| December 13, 2022 |
Rafael Holdings Reports First Quarter Fiscal 2023 Financial Results Exhibit 99.1 Rafael Holdings Reports First Quarter Fiscal 2023 Financial Results NEWARK, NJ ? December 13, 2022 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its first quarter fiscal 2023 financial results for the three months ended October 31, 2022. ?We are pleased to have successfully completed the sale of our real estate asset located in Newark NJ during the first quarter |
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| December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October 31, 2022. or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| November 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| November 15, 2022 |
Exhibit 99.1 Rafael Holdings to Focus on Strategic Business Development Initiatives and Curtail Early Stage Development Activities NEWARK, NJ ? November 15, 2022 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL) today announced its decision to curtail its early-stage development efforts, including pre-clinical research at the Barer Institute in order to reduce spending and focus on exploring st |
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| October 31, 2022 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended July 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Patrick Fabbio, Chief Financial Officer |
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| October 31, 2022 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended July 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, William Conkling, Chief Executive Offic |
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| October 31, 2022 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Our authorized capital stock consists of (i) 35 million shares of Class A common stock, (ii) 200 million shares of Class B common stock, and (iii) 10 million shares of Preferred Stock. The following description of our classes of authorized stock does not purport to be com |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended July 31, 2022. or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified |
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| October 31, 2022 |
Rafael Holdings Reports Fourth Quarter Fiscal 2022 Financial Results Exhibit 99.1 Rafael Holdings Reports Fourth Quarter Fiscal 2022 Financial Results NEWARK, NJ ? October 31, 2022 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), a holding company with interests in clinical and early-stage pharmaceutical companies, today reported its financial results for the three and twelve months ended July 31, 2022. The Company is accelerating its focus on exploring strate |
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| October 31, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| October 31, 2022 |
Subsidiaries of the Registrant Exhibit 21.01 DOMESTIC SUBSIDIARIES Name Altira Capital & Consulting, LLC (DE) Barer Institute, Inc. (DE) Broad-Atlantic Associates, LLC (DE) CS Pharma Holdings, LLC (f/k/a Mort2Chai Partners, LLC) (DE) Farber Partners, LLC (DE) Pharma Holdings, LLC (f/k/a IDT-Rafael Holdings, LLC(DE) Rafael Holdings Realty, Inc. (f/k/a IDT Capital, Inc.) (DE) Rafael Medical Devices, Inc. (DE) RP Finance LLC (DE) |
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| October 31, 2022 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.02 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Patrick Fabbio, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rafael Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig |
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| October 31, 2022 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, William Conkling, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rafael Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| August 26, 2022 |
RAFAEL HOLDINGS, INC. PRO FORMA FINANCIAL INFORMATION Exhibit 99.1 RAFAEL HOLDINGS, INC. PRO FORMA FINANCIAL INFORMATION (Unaudited) The following unaudited pro forma consolidated financial statements have been prepared to provide pro forma information with regard to a real estate disposition. The unaudited pro forma consolidated financial statements should be read in conjunction with Rafael Holdings, Inc.?s (the ?Company?) Annual Report on Form 10-K |
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| August 26, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission F |
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| August 23, 2022 |
Exhibit 99.1 Rafael Holdings Sells its Building Located at 520 Broad Street in Newark, New Jersey and Associated 800-Car Public Garage NEWARK, NJ ?August 23, 2022 (GLOBE NEWSWIRE) - Rafael Holdings, Inc., (NYSE: RFL), an early-stage novel cancer and immune metabolism therapeutics company, today announced that it has closed on the sale of the building housing its headquarters to affiliates of The S |
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| August 23, 2022 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fil |
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| August 1, 2022 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| July 18, 2022 |
RFL / Rafael Holdings Inc / i9 PLUS, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 RAFAEL HOLDINGS, INC. (Name of Issuer) Class B Common Stock, par value $0.01 per share (Title of Class of Securities) 75062E106 (CUSIP Number) Shmuel Jonas I9 Plus, LLC 153 Booth Avenue Englewood, NJ 07631 (973) 438-4800 (Name, Address and Telephone Number of Person Author |
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| July 6, 2022 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fil |
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| July 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| June 14, 2022 |
Employment Agreement dated as of June 13, 2022, between the Company and Howard S. Jonas. Exhibit 10.1 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), entered into on this June 13, 2022, is by and between Rafael Holdings, Inc., a Delaware corporation (the ?Company?), and Howard S. Jonas (the ?Executive Chairman?). WHEREAS, on June 13, 2022, the Board of Directors of the Company (the ?Board?) has named Mr. Jonas as the Executive Chairman of the Compa |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| June 14, 2022 |
Rafael Holdings Reports Third Quarter Fiscal 2022 Financial Results Exhibit 99.1 Rafael Holdings Reports Third Quarter Fiscal 2022 Financial Results NEWARK, NJ ? June 14, 2022 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), an early-stage novel cancer and immune metabolism therapeutics company, today reported its financial results for the three and nine months ended April 30, 2022. The Company is focused on accelerating the development of its novel cancer an |
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| June 14, 2022 |
Third Amended and Restated By-Laws of Rafael Holdings, Inc. Exhibit 3.1 THIRD AMENDED AND RESTATED BY-LAWS OF RAFAEL HOLDINGS, INC. (hereinafter called the ?Corporation?) Effective as of June 13, 2022 ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both wi |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended April 30, 2022. or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as s |
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| May 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File N |
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| May 9, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File Nu |
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| May 9, 2022 |
Exhibit 10.1 Note: Information in the agreement has been excluded because it is both not material and would likely cause competitive harm to Rafael Holdings, Inc. if publicly disclosed. CONTRACT OF SALE BETWEEN BROAD ATLANTIC ASSOCIATES LLC, AS SELLER and 520 BROAD STREET PROPCO llc, AS PURCHASER February 18, 2022 1. Sale and Purchase 1 2. Due Diligence 2 3. Purchase Price 4 4. The Closing 4 5. St |
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| May 9, 2022 |
Exhibit 10.2 Note: Information in the agreement has been excluded because it is both not material and would likely cause competitive harm to Rafael Holdings, Inc. if publicly disclosed. FIRST AMENDMENT TO CONTRACT OF SALE THIS FIRST AMENDMENT TO CONTRACT OF SALE (this ?Amendment?), dated as of April 4, 2022, by and between BROAD ATLANTIC ASSOCIATES LLC, having an address at 520 Broad Street, Newar |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2022. or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| March 17, 2022 |
Rafael Holdings Reports Second Quarter Fiscal 2022 Financial Results Exhibit 99.1 Rafael Holdings Reports Second Quarter Fiscal 2022 Financial Results NEWARK, NJ ? March 17, 2022 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), an early-stage novel cancer and immune metabolism therapeutics company, today reported its financial results for the three and six months ended January 31, 2022. The end of our second fiscal quarter marks a beginning for the reorganized |
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| March 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission File |
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| March 3, 2022 |
CORRESP 1 filename1.htm March 3, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Rafael Holdings, Inc. Registration Statement on Form S-3 File No. 333-262754 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the “Registra |
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| March 2, 2022 |
As filed with the Securities and Exchange Commission on March 2, 2022 As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October 31, 2021. or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact n |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission F |
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| February 24, 2022 |
February 24, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 15, 2022 |
Power of Attorney (included on signature page of this registration statement). As filed with the Securities and Exchange Commission on February 15, 2022 Registration No. |
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| February 15, 2022 |
EX-FILING FEES 4 ea155736ex-feerafaelhold.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) RAFAEL HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum |
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| February 14, 2022 |
RFL / Rafael Holdings Inc / Park West Asset Management LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rafael Holdings, inc. (Name of Issuer) CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 75062E106 (CUSIP Number) DECEMBER 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 8, 2022 |
RFL / Rafael Holdings Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Rafael Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 75062E106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| February 2, 2022 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| January 21, 2022 |
William “Bill” Conkling to assume the role of Chief Executive Officer as of February 1, 2022 Exhibit 99.1 William “Bill” Conkling to assume the role of Chief Executive Officer as of February 1, 2022 NEWARK, NJ – January 21, 2022 (GLOBE NEWSWIRE) - Rafael Holdings, Inc., (NYSE: RFL), a company focused on discovering and developing novel cancer and immune metabolism therapeuties through its Barer Institute and investment in Rafael Pharmaceuticals, Inc. and other early-stage ventures, today |
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| January 21, 2022 |
Letter Agreement dated January 20, 2022, between the Company and William Conkling. Exhibit 10.1 520 Broad Street ewark, NJ 07102 January 20, 2022 VIA EMAIL William Conkling 110 Woods End Drive Basking Ridge, NJ 07920 [email protected] Dear Bill, It is our pleasure to offer you continued employment at Rafael Holdings, Inc. (?Rafael? or the ?Company?) in accordance with the terms and conditions provided herein. Effective February 1, 2022 (the ?Effective Date?), t |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2022 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| January 19, 2022 |
Exhibit 4.2 RAFAEL HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN FORM OF NOTICE OF GRANT OF STOCK OPTION AWARD Rafael Holdings, Inc., a Delaware corporation (the ?Company?), pursuant to its 2021 Equity Incentive Plan (the ?Plan?), hereby grants to the individual listed below (the ?Participant?) an option to purchase the number of Shares set forth below (the ?Option?). The Option described in this Noti |
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| January 19, 2022 |
Form of Restricted Stock Agreement Exhibit 4.3 RAFAEL HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN FORM OF NOTICE OF GRANT OF RESTRICTED STOCK Rafael Holdings, Inc., a Delaware corporation, pursuant to its 2021 Equity Incentive Plan (the ?Plan?) hereby grants to the individual listed below (the ?Participant?) the number of Shares of Restricted Stock set forth below. The Award described in this Notice of Grant of Restricted Stock (the |
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| January 19, 2022 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 82-2296593 (State of Incorporation) (I.R.S. Employer Identification No.) 520 Broad Street Newark, New Jersey 07102 (212) 658-1450 (Address of Principal Exe |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October 31, 2021. or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as |
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| December 15, 2021 |
Rafael Holdings Reports First Quarter Fiscal 2022 Financial and Operating Results Exhibit 99.1 Rafael Holdings Reports First Quarter Fiscal 2022 Financial and Operating Results NEWARK, NJ ? December 15, 2021 (GLOBE NEWSWIRE) - Rafael Holdings, Inc., (NYSE: RFL), an early-stage cancer and immune metabolism therapeutics company, today reported its financial results for the first quarter of its 2022 fiscal year, the three months ended October 31, 2021. We have made significant pro |
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| December 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission F |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2021 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission F |
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| November 22, 2021 |
Exhibit 99.1 Rafael Holdings Realigns Leadership Team to Support Earlier Stage Pipeline Focus - Ameet Mallik to Transition CEO Role to Chairman, Howard Jonas, and Will Remain a Highly Engaged Member of the Company?s Board of Directors and Chair Newly Established Transition Committee - - Patrick Fabbio, Chief Financial Officer, to Assume the Additional Role of President - - Dr. Mimi Huizinga, Chief |
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| November 22, 2021 |
Amended Letter Agreement dated November 22, 2021, between the Company and Patrick Fabbio. Exhibit 10.01 520 Broad Street Newark, NJ 07102 November 21, 2021 VIA EMAIL Patrick Fabbio [email protected] Dear Pat, As you are aware, you and Rafael Holdings, Inc. (?Rafael? or the ?Company?) entered into a letter agreement dated September 10, 2021 (the ?Letter Agreement?) related to your employment by the Company. The purpose of this letter (the ?Amendment?) is to amend the Let |
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| October 28, 2021 |
Exhibit 99.1 Rafael Holdings Provides Update on Rafael Pharmaceuticals? Two Phase 3 Trials of CPI-613? (Devimistat), AVENGER 500 in Metastatic Pancreatic Cancer and ARMADA 2000 in Relapsed or Refractory Acute Myeloid Leukemia Phase 3 Clinical Trial in Metastatic Pancreatic Cancer Did Not Meet its Primary Endpoint of Improved Overall Survival Independent Data Monitoring Committee Recommended the Ph |
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| October 28, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| October 18, 2021 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended July 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Patrick Fabbio, Chief Financial Officer |
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| October 18, 2021 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 RAFAEL HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of Rafael Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended July 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Ameet Mallik, Chief Executive Officer o |
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| October 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended July 31, 2021. or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified |
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| October 18, 2021 |
Subsidiaries of the Registrant Exhibit 21.01 DOMESTIC SUBSIDIARIES Name Altira Capital & Consulting, LLC (DE) Barer Institute, Inc. (DE) Broad-Atlantic Associates, LLC (DE) CS Pharma Holdings, LLC (f/k/a Mort2Chai Partners, LLC) (DE) Farber Partners, LLC (DE) Hillview Avenue Realty, LLC (DE) Hillview Avenue Realty JV, LLC (DE) IDT 225 Old NB Road, LLC (DE) Pharma Holdings, LLC (f/k/a IDT-Rafael Holdings, LLC(DE) Rafael Holdings |
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| October 18, 2021 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.02 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Patrick Fabbio, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rafael Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig |
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| October 18, 2021 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ameet Mallik, certify that: 1. I have reviewed this Annual Report on Form 10-K of Rafael Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of |
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| October 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2021 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fi |
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| October 18, 2021 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Our authorized capital stock consists of (i) 35 million shares of Class A common stock, (ii) 200 million shares of Class B common stock, and (iii) 10 million shares of Preferred Stock. The following description of our classes of authorized stock does not purport to be com |
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| October 18, 2021 |
Exhibit 99.1 Rafael Holdings Reports Fourth Quarter and Full Year Fiscal 2021 Financial and Operating Results and Provides Business Update We expect Rafael Pharmaceuticals to report top line data from its AVENGER 500 Phase 3 registrational clinical trial in metastatic pancreatic cancer this calendar year We expect to submit our previously announced merger with Rafael Pharmaceuticals to our stockho |
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| October 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2021 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission |
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| September 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2021 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2021 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission |
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| September 14, 2021 |
Letter Agreement dated September 10, 2021, between the Company and Patrick Fabbio. Exhibit 10.01 520 Broad Street Newark, NJ 07102 September 10, 2021 VIA EMAIL Patrick Fabbio Via email Dear Patrick, It is our pleasure to offer you a position at Rafael Holdings, Inc. (?Rafael? or the ?Company?). This letter agreement (the ?Letter Agreement?) outlines the terms of your employment at the Company as follows: 1. Position and Duties: You will work as Chief Financial Officer of the Com |
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| September 14, 2021 |
Rafael Holdings Appoints Patrick Fabbio as Chief Financial Officer Exhibit 99.1 Rafael Holdings Appoints Patrick Fabbio as Chief Financial Officer NEWARK, NJ ? September 14, 2021: Rafael Holdings, Inc., (NYSE: RFL), a pharmaceutical holding company focused on developing novel cancer metabolism therapeutics through its Barer Institute and investment in Rafael Pharmaceuticals, Inc., announced today the appointment of Patrick Fabbio as Chief Financial Officer. ?We a |
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| September 14, 2021 |
As filed with the Securities and Exchange Commission on September 14, 2021 S-4 1 fs42021rafaelholdings.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 14, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAFAEL HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 6719 82-2296593 (State or |
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| August 30, 2021 |
RFL / Rafael Holdings Inc / Park West Asset Management LLC - SC 13G Passive Investment SC 13G 1 rafael13gaug202021.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rafael Holdings, inc. (Name of Issuer) CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 75062E106 (CUSIP Number) AUGUST 19, 2021 (Date of Event Which Requires Filing of this Statement) C |
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| August 30, 2021 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class B common stock, par value $0. |
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| August 24, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of August 19, 2021 by and among Rafael Holdings, Inc., a Delaware corporation (the ?Company?), and the ?Investors? named in the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors identified on Exhibit A attached thereto (th |
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| August 24, 2021 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of August 19, 2021 by and among Rafael Holdings, Inc., a Delaware corporation (the ?Company?), and the Investors identified on Exhibit A attached hereto (each an ?Investor? and collectively the ?Investors?). Recitals A. The Company and each Investor is executing and deliveri |
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| August 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2021 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fil |
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| August 24, 2021 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is made as of August 19, 2021, by and among Rafael Holdings, Inc., a Delaware corporation (the ?Company?), and I9 Plus, LLC, a Delaware limited liability company (the ?Investor?). Recitals A. The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from se |
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| August 10, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 RAFAEL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-38411 82-2296593 (State or other jurisdiction of Incorporation) (Commission Fil |
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| August 10, 2021 |
Exhibit 99.1 1 Harnessing the Power of Cancer Metabolism to Develop Innovative Therapeutics that Improve and Extend the Lives of Patients ?To Save A Life Is To Save A Universe? August 2021 2 Copyright @ 2021. Rafael Holdings, Inc. Rafael Pharmaceuticals, Inc. Safe Harbor Statement This presentation of Rafael Holdings, Inc (Rafael) contains forward - looking statements. Statements that are not hist |
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| July 15, 2021 |
Exhibit 10.1 LOAN AGREEMENT Dated: as of July 9, 2021 by and between BROAD-ATLANTIC ASSOCIATES, LLC, as Borrower, RAFAEL HOLDINGS REALTY, INC., as Pledgor RAFAEL HOLDINGS INC., as Guarantor, collectively, the Borrower Parties and 520 BROAD STREET LLC, as Lender LOAN AGREEMENT THIS LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this ?Agreement? |
