8-K
Rafael Holdings, Inc. (RFL)
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.
(Exactname of registrant as specified in its charter)
| Delaware | 1-38411 | 82-2296593 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 520 Broad Street<br><br> <br>Newark, New Jersey | 07102 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: 212 658-1450
Not
Applicable
(Formername or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the<br> Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)-2 of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on<br><br> <br>which registered |
|---|---|---|
| Class B common stock,<br> par value $0.01 per share | RFL | New York Stock Exchange |
Item2.02. Results of Operations and Financial Condition.
On March 14, 2023, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter ended January 31, 2023. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Document |
| --- | --- |
| 99.1 | Press<br> Release, dated March 14, 2023, reporting the results of operations for the fiscal quarter ended <br> January 31, 2023. |
| 104 | Cover<br> Page Interactive Data File, formatted in Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RAFAEL HOLDINGS, INC. | |||
|---|---|---|---|
| By: | /s/ William<br> Conkling | ||
| Name: | William Conkling | ||
| Title: | Chief Executive Officer | ||
| Dated:<br>March 14, 2023 |
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EXHIBIT
INDEX
| Exhibit Number | Document |
|---|---|
| 99.1 | Press Release, dated March 14, 2023, reporting the results of operations for the fiscal quarter ended January 31, 2023. |
| 104 | Cover<br> Page Interactive Data File, formatted in Inline XBRL document. |
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Exhibit 99.1
Rafael Holdings Reports Second Quarter Fiscal2023 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 business development opportunities, which potentially could improve the lives of patients and generate value for our shareholders,” said Bill Conkling, CEO of Rafael Holdings.
Rafael Holdings, Inc. Second Quarter Fiscal Year 2023 FinancialResults
As of January 31, 2023, we had cash, cash equivalents and marketable securities of $88.9 million.
For the three months ended January 31, 2023, we incurred a net loss from continuing operations of $3.3 million, or $0.13 per share. For the same period in the prior year, we incurred a net loss from continuing operations of $2.1 million, or $0.09 per share.
Research and development expenses were $2.2 million for the three months ended January 31, 2023, which includes $0.5 million in severance costs. For the same period in the prior year, research and development expenses were $3.3 million. The year over year reduction in spending is due to the winding down of the early-stage programs at Barer Institute.
Our general and administrative expenses from continuing operations were $2.1 million for the three months ended January 31, 2023, which includes $0.3 million in severance costs offset by a net credit of $0.05 million in non-cash stock-based compensation expense. For the same period in the prior year, we reported a credit of $1.7 million which included a net, non-cash credit of $11.2 million of stock-based compensation expense.
Rafael Holdings, Inc. First Half Fiscal Year 2023 Financial Results
For the six months ended January 31, 2023, we incurred a net loss from continuing operations of $8.5 million, or $0.36 per share. For the same period in the prior year, we incurred a net loss from continuing operations of $130.9 million, or $5.86 per share, which included a $25 million loss on the write-off of a receivable pursuant to a line of credit, a loss of $10.1 million on the write-off of a related party receivable and a $79.1 million charge for the impairment of our investment in Cornerstone Pharmaceuticals, Inc.
Research and development expenses were $4.3 million for the six months ended January 31, 2023, which includes $0.5 million in severance costs. For the same period in the prior year, R&D expenses were $5.5 million.
Our general and administrative expenses were $5.2 million for the six months ended January 31, 2023, which includes $0.4 million in severance costs as well as $1.0 million net, non-cash stock-based compensation expense. For the same period in the prior year, G&A expenses were $10.6 million which included $5.9 million in severance costs as well as a net, non-cash credit of $3.6 million of stock-based compensation expense.
About Rafael Holdings, Inc.
Rafael Holdings is a holding company with interests in clinical and early-stage pharmaceutical companies, including an investment in Cornerstone Pharmaceuticals, Inc., formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company. The Company’s primary focus is to invest in, fund, and develop novel cancer therapies. We further seek to expand our portfolio through opportunistic investments in therapeutics which address high unmet medical needs including through acquisitions and strategic investments.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our expectations surrounding the potential, safety, efficacy, and regulatory and clinical progress of our product candidates; plans regarding the further evaluation of clinical data; and the potential of our pipeline, including our internal cancer metabolism research programs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the impact of public health threats, including COVID-19, on our business and operations; clinical trials of product candidates may not be successful; our pharmaceutical companies may not be able to develop any medicines of commercial value; our pharmaceutical companies may not be successful in their efforts to identify or discover potential product candidates; the manufacturing and manufacturing development of our products and product candidates present technological, logistical and regulatory risks, each of which may adversely affect our potential revenue; potential unforeseen events during clinical trials could cause delays or other adverse consequences; risks relating to the regulatory approval process; interim, topline and preliminary data may change as more patient data become available, and are subject to audit and verification procedures that could result in material changes in the final data; our product candidates may cause serious adverse side effects; ongoing regulatory obligations; effects of significant competition; unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives; product liability lawsuits; failure to attract, retain and motivate qualified personnel; the possibility of system failures or security breaches; risks relating to intellectual property and significant costs as a result of operating as a public company. These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2022, and our other filings with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Contact:
Barbara Ryan
Barbara.ryan@rafaelholdings.com
(203) 274-2825
#
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RAFAEL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and pershare data)
| July 31,<br><br> 2022 | |||||
|---|---|---|---|---|---|
| (audited) | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 9,670 | $ | 26,537 | ||
| Available-for-sale securities | 79,197 | 36,698 | |||
| Interest receivable | 314 | 140 | |||
| Accounts receivable, net of allowance for doubtful accounts of 242 and 197 at October 31, 2022 and July 31, 2022, respectively | 272 | 157 | |||
| Prepaid expenses and other current assets | 512 | 4,621 | |||
| Assets held for sale | - | 40,194 | |||
| Total current assets | 89,965 | 108,347 | |||
| Property and equipment, net | 1,732 | 1,770 | |||
| Investments – Other Pharmaceuticals | 254 | 477 | |||
| Investments – Hedge Funds | 5,015 | 4,764 | |||
| In-process research and development and patents | 1,575 | 1,575 | |||
| Other assets | 9 | 1,387 | |||
| TOTAL ASSETS | 98,550 | $ | 118,320 | ||
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | 443 | $ | 564 | ||
| Accrued expenses | 1,326 | 1,875 | |||
| Other current liabilities | 197 | 3,518 | |||
| Due to related parties | - | 69 | |||
| Note payable, net of debt issuance costs | - | 15,000 | |||
| Total current liabilities | 1,966 | 21,026 | |||
| Other liabilities | 49 | 88 | |||
| TOTAL LIABILITIES | 2,015 | $ | 21,114 | ||
| COMMITMENTS AND CONTINGENCIES | |||||
| EQUITY | |||||
| Class A common stock, 0.01 par value; 35,000,000 shares authorized, 787,163 shares issued and outstanding as of January 31, 2022 and July 31, 2022, respectively | 8 | 8 | |||
| Class B common stock, 0.01 par value; 200,000,000 shares authorized, 23,636,084 issued and 23,522,995 outstanding as of January 31, 2023, and 23,712,449 issued and 23,687,964 outstanding as of July 31, 2022, respectively | 236 | 237 | |||
| Additional paid-in capital | 262,924 | 262,023 | |||
| Accumulated deficit | (167,115 | ) | (165,457 | ) | |
| Accumulated other comprehensive gain (loss) related to unrealized gain (loss) on available-for-sale securities | 308 | (63 | ) | ||
| Accumulated other comprehensive income related to foreign currency translation adjustment | 3,741 | 3,767 | |||
| Total equity attributable to Rafael Holdings, Inc. | 100,102 | 100,515 | |||
| Noncontrolling interests | (3,567 | ) | (3,309 | ) | |
| TOTAL EQUITY | 96,535 | $ | 97,206 | ||
| TOTAL LIABILITIES AND EQUITY | 98,550 | $ | 118,320 |
All values are in US Dollars.
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RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVEINCOME (LOSS)
(in thousands, except share and per share data)
| (unaudited) | (unaudited) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended<br><br> January 31, | Six Months Ended<br><br> January 31, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues | $ | 70 | $ | 74 | $ | 140 | $ | 265 | ||||
| G&A Expenses | 2,085 | (1,680 | ) | 5,194 | 10,594 | |||||||
| R&D Expenses | 2,225 | 3,335 | 4,306 | 5,488 | ||||||||
| Depreciation and amortization | 19 | 18 | 41 | 37 | ||||||||
| Provision for loss on receivable pursuant to line of credit | - | - | - | 25,000 | ||||||||
| Provision for losses on related party receivables | - | - | - | 10,095 | ||||||||
| Operating Loss | (4,259 | ) | (1,599 | ) | (9,401 | ) | (50,949 | ) | ||||
| Impairment of cost method investment - Cornerstone Pharmaceuticals | - | - | - | (79,141 | ) | |||||||
| Unrealized (loss) gain on investments - Hedge Funds | 378 | (454 | ) | 251 | (243 | ) | ||||||
| Impairment of investments - Other Pharmaceuticals | (67 | ) | - | (223 | ) | - | ||||||
| Other, net | 701 | - | 924 | (13 | ) | |||||||
| Loss before Incomes Taxes from continuing operations | (3,247 | ) | (2,053 | ) | (8,449 | ) | (130,346 | ) | ||||
| Taxes | (5 | ) | (4 | ) | (10 | ) | (4 | ) | ||||
| Equity in earnings (loss) of RP Finance | - | - | - | (575 | ) | |||||||
| Consolidated net loss from continuing operations | (3,252 | ) | (2,057 | ) | (8,459 | ) | (130,925 | ) | ||||
| Discontinued Operations | ||||||||||||
| Loss from discontinued operations related to 520 Property | (157 | ) | (508 | ) | (241 | ) | (1,051 | ) | ||||
| Gain on disposal of 520 Property | - | - | 6,784 | - | ||||||||
| Income (loss) from discontinued operations | (157 | ) | (508 | ) | 6,543 | (1,051 | ) | |||||
| Net income (loss) | (3,409 | ) | (2,565 | ) | (1,916 | ) | (131,976 | ) | ||||
| Net loss attributable to noncontrolling interests | (159 | ) | (244 | ) | (258 | ) | (17,631 | ) | ||||
| Net income (loss) attributable to Rafael Holdings, Inc. | $ | (3,250 | ) | $ | (2,321 | ) | $ | (1,658 | ) | $ | (114,345 | ) |
| Continuing operations loss per share | ||||||||||||
| Net loss from continuing operations | $ | (3,252 | ) | $ | (2,057 | ) | $ | (8,459 | ) | $ | (130,925 | ) |
| Net loss attributable to noncontrolling interests | (159 | ) | (244 | ) | (258 | ) | (17,631 | ) | ||||
| Numerator for loss per share from continuing operations | $ | (3,093 | ) | $ | (1,813 | ) | $ | (8,201 | ) | $ | (113,294 | ) |
| Discontinued operations earnings (loss) per share | ||||||||||||
| Net income (loss) from discontinued operations | $ | (157 | ) | $ | (508 | ) | $ | 6,543 | $ | (1,051 | ) | |
| Loss per share | ||||||||||||
| Continuing operations - basic and diluted | $ | (0.13 | ) | $ | (0.09 | ) | $ | (0.36 | ) | $ | (5.86 | ) |
| Discontinued operations - basic and diluted | (0.01 | ) | (0.03 | ) | 0.28 | (0.06 | ) | |||||
| Total basic and diluted earnings (loss) per common share | $ | (0.14 | ) | $ | (0.12 | ) | $ | (0.08 | ) | $ | (5.91 | ) |
| Weighted average number of shares used in calculation of earnings (loss) per share, basic and diluted | 23,155,018 | 19,713,127 | 23,085,612 | 19,332,630 |
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