UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):

June 13, 2022

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in itscharter)

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
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including

area code: 212 658-1450

Not Applicable

(Former name or former address, if changed sincelast 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 Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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, par value $0.1 per share	RFL	New York Stock Exchange

Item 2.02. Results of Operations and FinancialCondition.

On June 14, 2022, 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 April 30, 2022. 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 5.02 Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 13, 2022, the Company entered into an employment agreement with Howard S. Jonas (who serves as the Chairman of the Board and Executive Chairman of the Company) (the “Employment Agreement”), which provides, among other things: (i) a term of five years (subject to extension unless either party elects not to renew); (ii) an annual base salary of $260,000, of which $250,000 is payable through the issuance of restricted shares of the Company’s Class B common stock (“Class B Stock”) with the value of the shares based upon the volume weighted closing price of the Class B Stock on the NYSE on the thirty days ending with the NYSE trading day immediately preceding the issuance to be issued within thirty days of the date of the Employment Agreement (the “Start Date”) and each annual anniversary, and such shares vesting, contingent on Mr. Jonas’ remaining in continuous service to the Company, in substantially equal amounts on the three, six, nine and twelve month anniversaries of the Start Date or annual anniversary; (iii) a grant of restricted shares of Class B stock with a value of $600,000, issuable within 30 days with the value of the shares based upon the volume weighted closing price of the Class B Stock on the NYSE on the thirty days ending with the NYSE trading day immediately preceding the issuance and such shares, and vesting, contingent on Mr. Jonas’ remaining in continuous service to the Company, in substantially equal amounts on the first and second annual anniversaries of the Start Date; (iv) Mr. Jonas’ eligibility to receive bonuses and participate in equity grants made to senior employees of the Company, at levels determined by the Compensation Committee of the Company’s Board of Directors; and (v) if Mr. Jonas’ employment is terminated without cause (as such term is defined the Employment Agreement), resigns for good reason (as such term is defined the Employment Agreement) or upon Mr. Jonas’s death or disability (as such term is defined in the Employment Agreement) and upon other conditions set forth in the Employment Agreement, Mr. Jonas will be entitled to (1) severance in the amount equal to twelve (12) months of any cash portion of his base salary; and (2) any restrictions with respect to any equity grants shall lapse, and any unvested equity grants in the Company or its subsidiaries shall vest.

The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 5.03. Amendments to Articlesof Incorporation or Bylaws; Change in Fiscal Year.

On June 9, 2022, the Board of Directors of the Company adopted the Company’s Third Amended and Restated By-Laws, effective immediately, which implemented changes to Article IV to provide for an officer position of Executive Chairman (replacing the prior non-executive Chairman position), including a description of the role and responsibilities of the holder of such office, and the following other changes:

●	Amending Article II, Section 3 to empower the Executive Chairman to call a special meeting of stockholders;
●	Amending Article III, Section 3 to provide for the role of a Chairman of the Board; and
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●	Amending Article III, Section 4 to empower the Executive Chairman to call a special meeting of the board of directors.
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The foregoing description of changes to the Company’s By-Laws is qualified in its entirety by reference to the text of the Company’s Third Amended and Restated By-Laws that are attached hereto as Exhibit 3.1.

Item 9.01Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit No.	Document
---	---
3.1	Rafael<br> Holdings, Inc. Third Amended and Restated By-Laws (as amended on June 13, 2022).
10.1	Employment<br> Agreement between the Company and Howard S. Jonas, dated June 13, 2022.
99.1	Press Release, dated June 14, 2022, reporting the results of operations for the fiscal quarter ended April 30, 2022.
104	Cover<br> Page Interactive Data File, formatted in Inline XBRL document.

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 Conkling
	Name:	William Conkling
	Title:	Chief Executive Officer

Dated: June 14, 2022

EXHIBIT INDEX

Exhibit Number	Document
3.1	Rafael Holdings, Inc. Third Amended and Restated By-Laws (as amended on June 13, 2022).
10.1	Employment Agreement between the Company and Howard S. Jonas, dated June 13, 2022.
99.1	Press Release, dated June 14, 2022, reporting the results of operations for the fiscal quarter ended April 30, 2022.
104	Cover Page Interactive Data File, formatted in Inline XBRL document.

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 within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, by a majority vote, a Board of Directors, and transact such other business as may properly be brought before the meeting.

Section 3. Special Meetings. Unless otherwise prescribed by law or by the Amended and Restated Certificate of Incorporation of the Corporation (as the same has been and may be further amended from time to time, the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman of the Board, (ii) the Executive Chairman, (iii) the Chief Executive Officer, (iv) the President, (v) the Corporate Secretary, or (vi) any Assistant Secretary, and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation. Such request shall state the purpose or purposes of the proposed meeting.

Section 4. Notice of Meetings.

Written notice of stockholders’ meetings, stating the place, date, and hour thereof, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote thereat by or at whose direction the notice is being issued. A copy of the notice of any meeting shall be delivered in accordance with the provisions of Article VI below, not less than ten days but not more than sixty days before the date of such meeting, unless a different period is prescribed by law.

Section 5. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

Section 6. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation present or represented by proxy and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled, for each share of the capital stock entitled to vote thereat held by such stockholder, such number of votes as are set forth for such share in the Certificate of Incorporation as in effect from time to time. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 7. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed, and dated for the purposes of these By-Laws, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (1) that the electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such electronic transmission. Any consent by means of electronic transmission shall be deemed to have been signed on the date on which such electronic transmission was transmitted. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of stockholders are recorded.

Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by electronic transmission, may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 8. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number and class of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 9. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 8 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III.

DIRECTORS

Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than seventeen members, the exact number of which shall be fixed from time to time by the Board of Directors.

Except as provided in Section 2 of this Article, directors shall be elected if the votes cast at the Annual Meeting of Stockholders for each nominee’s election exceed the votes cast against such nominee’s election. Each director so elected shall hold office until the expiration of the term of such director (as set forth in the Certificate of Incorporation) and until his or her successor is duly elected and qualified, or until his or her earlier death or incapacity, resignation, retirement, disqualification or removal from office. Any director may resign at any time upon notice to the Corporation. Directors need not be Stockholders.

Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next occurring annual meeting of stockholders following their election and until their successors are duly elected and qualified, or until their earlier death or incapacity, resignation, retirement, disqualification or removal from office.

Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders. The Board of Directors, in its discretion, may choose from its ranks a Chairman of the Board who shall be empowered to preside at all meetings of the Board of Directors and at all meetings of the stockholders.

Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the board of Directors may be called by the Executive Chairman, Chairman of the Board, Chief Executive Officer, the President, the Corporate Secretary, any Assistant Secretary or any two directors, acting jointly. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail, by telephone or electronic transmission on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the members of the Board of Directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. The Board may appoint one or more ex-officio Directors as ex-officio members of a committee.

Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or special or standing committee thereof, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or special or standing committee thereof or a stated salary as director and/or member of committee of the Board of Directors, in each case in cash and/or securities (including options and convertible securities) of the Corporation or any of its subsidiaries or affiliates. Except as otherwise prohibited by applicable law, no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation for such services.

Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the Corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer of the Corporation is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if (i) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 11. Removal. A director or the entire Board of Directors may be removed at any time, with or without cause, by the holders of issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation entitled to vote at an election of directors.

ARTICLE IV.

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Corporate Secretary and a Treasurer, and may include an Executive Chairman, Chief Executive Officer, a Chief Financial Officer and other officers. The Board of Directors, in its discretion, may also choose one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor need such officers be directors of the Corporation.

Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the members of the Board of Directors then in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer the President the Corporate Secretary or an Assistant Secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Executive Chairman. If appointed by the Board, the Executive Chairman shall be an officer of the Corporation, subject to the control of the Board of Directors, and shall report directly to the Board of Directors. The Executive Chairman shall have supervisory responsibility over the strategic direction of the Corporation and shall play an active role in building and leading the Corporation, working closely with the Chief Executive Officer. Except where by law the signature of the Chief Executive Officer is required, the Executive Chairman shall possess the same power as the Chief Executive Officer to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. The Executive Chairman shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors. At the request of the Chief Executive Officer, or during the absence or disability of the Chief Executive Officer, the Executive Chairman shall exercise all the powers and discharge all the duties of the Chief Executive Officer.

Section 5. Chief Executive Officer. If appointed by the Board, the Chief Executive Officer shall, subject to the control of the Board of Directors, have general supervisory responsibility over the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall be the primary executive officer of the Corporation and shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the Chief Executive Officer. In the absence or disability of the Chairman of the Board, (if an Executive Chairman shall have been named who is not the Chairman of the Board) the Executive Chairman shall preside at all meetings of the stockholders and the Board of Directors, and in the absence of the Chairman of the Board and the Executive Chairman, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

Section 5. Chief Financial Officer. If appointed by the Board, the Chief Financial Officer shall, subject to the control of the Board of Directors, have the responsibility for maintaining the financial records of the Corporation. He or she shall render from time to time an account of the financial condition of the Corporation. The Chief Financial Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

Section 6. President. The President shall be an executive officer of the Corporation, with responsibility, together with the other officers of the Corporation, for carrying out the policies of the Board of Directors and the Chief Executive Officer. He or she shall report directly to the Chief Executive Officer. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

Section 7. Vice Presidents. The Board of Directors, the Executive Chairman and the Chief Executive Officer shall have the power to appoint one or more Vice Presidents with such powers and responsibilities as shall be designated in the resolutions or designations appointing the same, as modified from time to time by actions of the Board of Directors or the Chief Executive Officer. Such Vice Presidents may be given titles (e.g. Senior Vice President or Executive Vice President) to indicate their relative seniority as to one another, and/or descriptive titles to delineate their relative areas of responsibility. Each Vice President shall perform such duties and have such other powers as the Board of Directors, the Executive Chairman or the Chief Executive Officer from time to time may prescribe. If there shall be no Executive Chairman, the Board of Directors shall designate the officer of the Corporation who, in the absence of the Chief Executive Officer and the President or in the event of the inability or refusal of the Chief Executive Officer and the President to act, shall perform the duties of the Chief Executive Officer or the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer and President.

Section 8. Corporate Secretary. The Corporate Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Corporate Secretary shall also perform like duties for the standing committees when required. The Corporate Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President. If the Corporate Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then any of the Board of Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given. The Corporate Secretary shall have custody of the seal of the Corporation and the Corporate Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Corporate Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Corporate Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, Chief Financial Officer the President and the Board of Directors, at its regular meetings, or when the Chief Executive Officer, Chief Financial Officer, the President or the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 10. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, the Board of Directors may choose one or more Assistant Secretaries, who shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, and in the absence of the Corporate Secretary or in the event of his or her disability or refusal to act, one or more of the Assistant Secretaries may be designated to perform the duties of the Corporate Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Corporate Secretary.

Section 11. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President or the Treasurer, and in the absence of the Treasurer or in the event of his or her disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 12. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, including, without limitation, a Chief Operating Officer and a Chief Accounting Officer. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V.

STOCK

Section 1. Form of Certificates. Subject to Section 5 below, every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chief Executive Officer, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Corporate Secretary or an Assistant Secretary of the Corporation, certifying the number and class of shares owned by him, her or it in the Corporation.

Section 2. Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors, the Chief Executive Officer, the President or any Vice President may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to, have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors, the Chief Executive Officer, the President or any Vice President may, in its, his or her discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his, her or its legal representative, to advertise the same in such manner as the Board of Directors, the Chief Executive Officer, the President or any Vice President shall require and/or to give the Corporation a bond in such sum as it or he or she may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws, including, without limitation, through a “book-entry” system if so prescribed by the Board of Directors. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his, her or its attorney-in-fact or other representative lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

Section 5. Shares Without Certificates. Notwithstanding any other provision in these By-Laws, the Board of Directors may authorize the issuance of any shares of any of its classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the Corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the Corporation shall send the stockholder a written statement that includes (1) all of the information required by applicable law on share certificates and (2) any transfer restrictions applicable to the shares.

Section 6. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books bas the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI.

NOTICES

Section 1.****Notices. Except as otherwise provided in these By-Laws, whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail or any other manner provided for in these By-Laws, addressed to such director, member of a committee or stockholder, at his, her or its address as it appears on the records of the Corporation. If mailed, the notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to each stockholder at such stockholder’s address as it appears on the records of the Corporation, unless such stockholder shall have filed with the Corporate Secretary of the Corporation a written request that such notice be mailed to some other address, in which case it shall be directed to such other address. Notice of any meeting of stockholders need not be given to any stockholder who shall submit, either before or after the time stated therein, a written waiver of notice or who shall attend the meeting other than a stockholder who attends the meeting solely for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened. Unless the Board of Directors, after an adjournment is taken, shall fix a new record date for an adjourned meeting or unless the adjournment is for more than thirty days, notice of an adjourned meeting need not be given if the place, date and time to which the meeting shall be adjourned are announced at a meeting at which the adjournment is taken.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, unless excepted under Sections 164, 296, 311, 312 or 324 of the Delaware General Corporation Law, any notice to stockholders given by the Corporation under any provision of these By-Laws or the Certificate of Incorporation shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Corporate Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Electronic delivery may also be used for officers, directors and other agents of the Corporation.

Notice given by a form of electronic transmission shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice or the electronic mail address given by the directors or officers to an agent for the Corporation; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Corporate Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Electronic transmission includes any form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII.

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in securities or in other property. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal” and “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII.

INDEMNIFICATION

Section 1. Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, arbitration, alternative dispute mechanism, inquiry, administrative or legislative hearing, investigation or any other actual, threatened or completed proceeding, including any and all appeals, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation (including service with respect to employee benefit plans), or is or was a director or officers of the Corporation serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise of which the Corporation owns, directly or indirectly, greater than fifty percent (50%) (hereafter an “Agent”), whether the basis of the Proceeding is alleged action in an official capacity as an Agent or in any other capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided, however, that except as to actions to enforce indemnification rights, the Corporation shall indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right.

Section 2. Authority to Advance Expenses. Expenses incurred by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, provided, however, that if required by the Delaware General Corporation Law, as amended, such Expenses shall be advanced only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article or otherwise. Expenses incurred by other Agents of the Corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any obligation to reimburse the Corporation for Expense advances shall be unsecured and no interest shall be charged thereon.

Section 3. Provisions Nonexclusive. The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Certificate of Incorporation, agreement, or vote of the stockholders or disinterested directors is inconsistent with these By-Laws, the provision, agreement, or vote shall take precedence.

Section 4. Authority to Insure. The Corporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the Corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this Article.

Section 5. Survival of Rights. The rights provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 6. Settlement of Claims. The Corporation shall not be liable to indemnify any Agent under this Article (a) for any amounts paid in settlement of any action or claim effected without the Corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 7. Effect of Amendment. Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification.

Section 8. Subrogation. In the event of payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

Section 9. No Duplication of Payments. The Corporation shall not be liable under this Article to make any payment in connection with any claim made against any Agent to the extent such Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

Section 10 Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX.

AMENDMENTS

These By-Laws may be altered, amended or repealed, in whole or in part, or new By- Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of issued and outstanding capital stock of the Corporation representing not less than a majority of the voting power of all issued and outstanding capital stock of the Corporation entitled to vote thereon or by a majority of the members of the Board of Directors then in office.

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 Company, which is an executive officer position (in addition to his existing role as the Chairman of the Board of the Company), and in such Mr. Jonas will be providing strategic guidance and other services to the Company and its subsidiaries and affiliates;

WHEREAS, in recognition of the Mr. Jonas’ experience and abilities, the Company desires to assure itself of the continued employment of Mr. Jonas in accordance with the terms and conditions provided herein; and

WHEREAS, Mr. Jonas wishes to continue to perform services for the Company in accordance with the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the promises and the respective covenants and agreements of the parties herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

Term. This Agreement is for the period commencing on June 13, 2022 (the “Start Date”), and terminating on June 12, 2027 (the “Initial Term”), or upon the Executive Chairman’s earlier death or other termination of employment pursuant to Section 6 hereof; provided, however, that commencing on June 113, 2027 and each anniversary thereafter, the term shall automatically be extended for one additional year beyond its otherwise scheduled expiration unless, not later than ninety (90) days prior to any such anniversary, either party hereto shall have notified the other party in writing that such extension shall not take effect (the Initial Term and any extensions thereof, the “Term”).
Position. During the Term, Mr. Jonas shall serve as the Executive Chairman of the Company, and, subject to election by the Board of Directors of the Company (the “Board”), as Chairman of the Board, or in such other positions as shall be agreed upon by Mr. Jonas and the Board.
Duties and Reporting Relationship. During the Term, the Executive Chairman shall use his skills and render services to the best of his abilities on behalf of the Company. The Executive Chairman shall dedicate as much time as is, in the judgment of the Board, necessary or advisable for the performance of his duties hereunder, it being acknowledged that the position is not a full-time position. Notwithstanding the foregoing, the Company acknowledges that the Executive Chairman will be serving as the Chairman of the Board of IDT Corporation, Genie Energy, Ltd., and IDW Media Holdings, Inc., and as Vice Chairman of the Board of Zedge, Inc., as well as in certain other positions with businesses and not-for-profit entities, and that, for so long as the Executive Chairman performs his duties hereunder, such service shall not be deemed to be a breach of the terms hereof.
Place of Performance. The Executive Chairman shall perform his duties and conduct his business at the offices of the Company and other locations as determined by the Executive Chairman and not reasonably objected to by the Board.
Compensation and Related Matters.

(a) Base Salary; Bonus.

(i) During the Term, the Company shall pay the Executive Chairman a base salary of TWO HUNDRED SIXTY THOUSAND DOLLARS ($260,000) per annum. TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) per annum of such amount shall be payable through the issuance of restricted shares of Class B common stock, par value $0.01 per share, of the Company (“Class B Stock”), such shares to be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan (as the same may be amended, modified, restated or replaced from time to time) or other equity incentive plan adopted by the Company (the “Plan”), subject to payment of applicable taxes and customary withholdings. The remaining amount will be paid on a prorated basis less payroll deductions and required withholdings, in accordance with the Company’s standard payroll procedures.

(ii) The portion of the base salary payable through the issuance of Class B Stock shall be paid on an annual basis, by issuance of shares of Class B Stock no later than thirty (30) days following the Start Date and each annual anniversary of the Start Date. On each such date, the Company shall issue to the Executive Chairman (pursuant to the Plan) a number of restricted shares of Class B Stock as shall have a value equal to TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) representing the base salary for the period from such annual anniversary until the next succeeding annual anniversary. All shares of Class B Stock issued in respect of the Executive Chairman’s base salary shall vest in substantially equal amounts on the three (3) six (6), nine (9) and twelve (12) month anniversaries of the Start Date or annual anniversary, as applicable, subject to the Executive Chairman remaining in continuous service (as defined in the Plan) with the Company through such vesting dates. Except as otherwise set forth in Section 7 hereof, upon any termination of Employee’s Employment (or other continuous service), all unvested shares of Class B Stock issued hereunder shall be forfeited and returned to the Company without any further action necessary.

(iii) Within thirty (30) days following the Start Date, the Company shall issue to the Executive Chairman, under the Plan, a number of restricted shares of Class B Stock with a value of SIX HUNDRED THOUSAND DOLLARS ($600,000), subject to payment of applicable taxes and customary withholdings. Such restricted shares of Class B Stock shall vest in substantially equal amounts on the first and second annual anniversaries of the Start Date, subject to the Executive Chairman remaining in continuous service (as defined in the Plan) with the Company through such vesting dates. Except as otherwise set forth in Section 7 hereof, upon any termination of Employee’s Employment (or other continuous service), all unvested shares of Class B Stock issued hereunder shall be forfeited and returned to the Company without any further action necessary.

(iv) For purposes of determining the number of shares of Class B Stock to be granted, all shares shall be valued based on the volume weighted closing prices of the Class B Stock on the New York Stock Exchange (the “NYSE”) on the thirty (30) NYSE trading days ending with the NYSE trading day immediately preceding the issuance. If the Class B Stock is not listed on the NYSE, the closing prices on the then principal exchange or quotation system on which the Class B Stock is traded, listed of quoted. If the Class B Stock is not listed on an exchange or quoted on a quotation system, the Executive Chairman and the Company will enter into good faith discussions of alternative payment of the Executive Chairman’s base salary.

(v) The Executive Chairman shall be eligible to receive bonuses and participate in equity grants made to senior employees of the Company, at levels determined by the Compensation Committee of the Board.

(b) Business Expenses. The Executive Chairman will be reimbursed for all ordinary and necessary business expenses incurred by him in connection with his employment (including without limitation, expenses for travel and entertainment incurred in conducting or promoting business for the Company) upon submission by the Executive Chairman of receipts and other documentation in accordance with the Company’s normal reimbursement procedures.

Termination. The Executive Chairman’s employment hereunder may be terminated without breach of the Agreement only under the following circumstances:

(a) Death; Disability. The Executive Chairman’s employment hereunder shall terminate upon his death or, as permitted by law, Disability. For purposes of this Agreement, “Disability” shall mean the inability of the Executive Chairman to perform his duties on account of a physical or mental illness for a period of one hundred twenty (120) consecutive days or one hundred eighty (180) days in any ten (10) month period, and the term “Disabled” shall have a corresponding meaning.

(b) Cause. The Company may terminate the Executive Chairman’s employment hereunder with or without “Cause.” For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive Chairman’s employment hereunder (i) upon the Executive Chairman’s conviction for the commission of an act or acts constituting a felony under the laws of the United States or any state thereof, or (ii) upon the Executive Chairman’s willful and continued failure to substantially perform his duties hereunder (other than any such failure resulting from the Executive Chairman’s incapacity due to physical or mental illness), after written notice has been delivered to the Executive Chairman by the Company, which notice specifically identifies the manner in which the Executive Chairman has not substantially performed his duties, and the Executive Chairman’s failure to substantially perform his duties is not cured within ten (10) business days after notice of such failure has been given to the Executive Chairman. For purposes of this Section 6(b), no act or failure to act on the Executive Chairman’s part shall be deemed “willful” unless done or omitted to be done, by the Executive Chairman not in good faith and without reasonable belief that the Executive Chairman’s act, or failure to act, was in the best interest of the Company.

(c) Termination by the Executive Chairman. The Executive Chairman may terminate his employment hereunder for “Good Reason” or without Good Reason. “Good Reason” shall mean the occurrence (without the Executive Chairman’s express written consent) of any one of the following acts by the Company, or failure by the Company to act:

(i) a material breach of the Agreement by the Company;

(ii) the assignment to the Executive Chairman of any duties inconsistent with the Executive Chairman’s status as an officer of the Company or a material adverse alteration in the nature or status of the Executive Chairman’s responsibilities; or

(iii) any purported termination of the Executive Chairman’s employment which is not effected pursuant to a Notice of Termination satisfying the requirement of paragraph (d) below; for purposes of this Agreement, no such purported termination shall be effective.

(iv) a material reduction in the Executive Chairman’s annual Base Salary;

(v) relocation of the Executive Chairman’s principal place of employment to a location more than 50 miles outside of the Metropolitan New York City area; or

(vi) a “Change in Control,” as defined in the Plan,

(each of the foregoing being a “Good Reason Event”). The Executive Chairman may terminate employment for Good Reason if (A) the Executive Chairman has given written notice to the Company of the existence of the Good Reason Event no later than ninety (90) days after its initial existence, (B) the Company has not remedied such Good Reason Event in all material respects within thirty (30) business days after its receipt of such written notice, and (C) the Executive Chairman terminated employment within one year following the initial existence of such Good Reason Event.

The Executive Chairman’s right to terminate the Executive Chairman’s employment for Good Reason shall not be affected by the Executive Chairman’s incapacity due to physical or mental illness. The Executive Chairman’s continued employment shall not constitute consent to, or a waiver of rights with respect to any act or failure to act constituting Good Reason hereunder. Notwithstanding the foregoing, a termination shall not be treated as a Termination for Good Reason if the Executive Chairman shall have consented in writing to the occurrence of the event giving rise to the claim of Termination for Good Reason.

(d) Notice of Termination. Any termination of the Executive Chairman’s employment by the Company or by the Executive Chairman (other than termination by reason of the Executive Chairman’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and, if the termination is by the Company for “Cause” or by the Executive Chairman for “Good Reason,” shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive Chairman’s employment under the provision so indicated. Further, a Notice of Termination for Cause or Disability must include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Executive Chairman and an opportunity for the Executive Chairman, together with the Executive Chairman’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive Chairman was guilty of conduct set forth in the definition of Cause herein or satisfied the criteria of a Disability, and specifying the particulars thereof.

(e) Date of Termination. “Date of Termination” shall mean if the Executive Chairman’s employment is terminated (i) by his death, the date of his death, (ii) by reason of Disability, the date that the Executive Chairman is informed that the Board has determined him to be Disabled, (iii) by resignation of the Executive Chairman without Good Reason, the date the Executive Chairman so notifies the Board, or (iv) pursuant to paragraph (b) or (c) above, the date specified in the Notice of Termination; provided, however, that if within fifteen (15) business days after any Notice of Termination is given, or if later, prior to the Date of Termination (as determined without regard to this Section 6(e)), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal, therefrom has expired and no appeal has been perfected); provided further that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence.

(f) Compensation During Dispute. If a purported termination occurs during the Term of this Agreement, and such termination is disputed in accordance with Section 6(e) hereof, the Company shall continue to pay the Executive Chairman the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, Base Salary) and continue the Executive Chairman as a participant in all compensation, benefit and insurance plans in which the Executive Chairman was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved. Amounts paid under this Section 6(f) are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

Compensation Upon Termination.

(a) Death; Disability. In the event that Employee’s employment is terminated pursuant to Section 6(a) hereof, then as soon as practicable thereafter, the Company shall pay the Executive Chairman or the Executive Chairman’s Beneficiary (as defined in Section 10(b) hereof), as the case may be, (i) all unpaid amounts, if any, to which the Executive Chairman was entitled as of the Date of Termination under Section 5 hereof and (ii) all unpaid amounts to which the Executive Chairman was then entitled in respect of perquisites or other reimbursements (the amounts set forth in clauses (i) and (ii) above being hereinafter referred to as the “Accrued Obligations”). In addition, in the event of the Executive Chairman’s death, the Company shall pay Employee’s estate a lump sum payment equal to twelve (12) months of any cash portion of Employee’s base salary (at the rate in effect on the date of his death) (the “Severance Benefit”). Any restrictions shall lapse, and any unvested equity grants in the Company or its subsidiaries granted to the Executive Chairman in connection with his service to the Company, including, without limitation, in respect of his base salary (“Equity Grants”) shall vest upon a termination pursuant to Section 6(a).

(b) Termination for Cause; Resignation without Good Reason. If the Executive Chairman’s employment is terminated by the Company for Cause or by the Executive Chairman other than for Good Reason, then the Company shall pay all Accrued Obligations to the Executive Chairman, and the Company shall have no further obligations to the Executive Chairman under this Agreement.

(c) Termination Without Cause; Resignation for Good Reason. If the Company shall terminate the Executive Chairman’s employment, other than for Cause or on the Executive Chairman’s death or Disability, or the Executive Chairman shall terminate his employment for Good Reason, then;

(i) the Company shall pay to the Executive Chairman, within ten (10) days (or such shorter period as shall be required by applicable law) after the Date of Termination, the Accrued Obligations;

(ii) the Company shall pay the Executive Chairman the Severance Benefit within sixty (60) days of the Date of Termination; and

(iii) any restrictions with respect to any Equity Grants shall lapse, and any unvested Equity Grants in the Company or its subsidiaries shall vest.

(d) As a condition to receiving any Severance Benefit, the Executive Chairman will be required to execute and deliver the Company’s standard release agreement (the “Release Agreement”) within twenty-one (21) days after the Date of Termination (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law), and not thereafter revoke such agreement.

Non-Disclosure. (a) The parties hereto agree, recognize and acknowledge that during the Term the Executive Chairman shall obtain knowledge of confidential information regarding the business and affairs of the Company. It is therefore agreed that the Executive Chairman will respect and protect the confidentiality of all confidential information pertaining to the Company, and will not disclose in any fashion such confidential information to any person (other than a person who is a director of, or who is employed by, the Company or any subsidiary or who is engaged to render services to the Company or any subsidiary), without the prior written consent of the Company, (i) unless required in the course of the Executive Chairman’s employment hereunder, or (ii) unless such disclosure is pursuant to subsection (b) below, or Employee has an independent right or obligation to make such disclosure pursuant to applicable local, state or federal law. This Agreement does not limit Employee’s ability to communicate with the Securities Exchange Commission or otherwise participate in any investigation or proceeding that may be conducted by the Securities Exchange Commission, including providing documents or other information, without notice to the Company. This Agreement further does not limit Employee’s ability to communicate with any other government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice to the Company, where such limitation would be contrary to law.

(b) Notice of Immunity: The Executive Chairman acknowledges that via this paragraph Company is providing the Executive Chairman with written notice that the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), provides that (i) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal, and (ii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secret to the individual’s attorney and use such trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Covenant Not to Compete.

(a) Employee hereby agrees that for a period of one (1) year following the termination of this Agreement (other than a termination of the Executive Chairman’s employment (i) by the Executive Chairman for Good Reason or (ii) by the Company other than for Cause) (the “Restricted Period”) the Executive Chairman shall not, directly or indirectly, whether acting individually or through any person, firm, corporation, business or any other entity:

(i) engage in, or have any interest in any person, firm, corporation, business or other entity (as an officer, director, employee, agent, stockholder, or other security holder, creditor, consultant or otherwise) that engages in any business activity where a substantial aspect of the business of the Company is conducted, or planned to be conducted, at any time during the Restricted Period, which business activity is the same as, similar to or competitive with the Company as the same may be conducted from time to time;

(ii) interfere with any contractual relationship that may exist from time to time of the business of the Company, including, but not limited to, any contractual relationship with any director, officer, employee, or sales agent, or supplier of the Company; or

(iii) solicit, induce or influence, or seek to induce or influence, any person who currently is, or from time to time may be, engaged or employed by the Company (as an officer, director, employee, agent, or independent contractor) to terminate his or her employment or engagement by the Company.

(b) Notwithstanding anything to the contrary contained herein, Employee, directly or indirectly, may own publicly traded stock constituting not more than five percent (5%) of the outstanding shares of such class of stock of any corporation covered by clause (a)(i) above if, and as long as, Employee is not an officer, director, employee or agent of, or consultant or advisor to, or has any other relationship or agreement with such corporation.

(c) Employee acknowledges that the non-competition provisions contained in this Agreement are reasonable and necessary, in view of the nature of the Company and his knowledge thereof, in order to protect the legitimate interests of the Company.

Successors; Binding Agreement.

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive Chairman, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive Chairman to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean the Company as defined herein defined and any successor to its business and/or assets as aforesaid that executes and delivers the agreement provided for in this Section 10 or that otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(b) This Agreement and all rights of the Executive Chairman hereunder shall inure to the benefit of and be enforced by the Executive Chairman’s personal or legal representatives, executors, administrators, successors, heirs, distributee, devisee, and legatees. If the Executive Chairman should die while any amounts should still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive Chairman’s devisee, legatee, or other designee or, if there be no such designee, to the Executive Chairman’s estate (any of which is referred to herein as a “Beneficiary”).

Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or (unless otherwise specified) mailed by United States certified or registered mail, return receipt requested, postage paid, addressed as follows:

If to the Company:

Rafael Holdings, Inc.

520 Broad Street

Newark, New Jersey 07102

Attn: Chief Executive Officer

If to the Executive Chairman, at the Executive Chairman’s address in the Company’s human resources files.

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive Chairman and such other officer of the Company as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto, or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the state of New Jersey without regard to its conflicts of law principles.
Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability if any such other provision of this Agreement, which shall remain in full force and effect.
Remedies of the Company. Upon any termination for Cause that may cause irreparable harm to the Company or upon the violation of the provisions of Section 8 or 9 hereof, the Company shall be entitled, if it so elects, to institute and prosecute proceedings to obtain injunctive relief and damages, costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, with respect to such termination.

8
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
Entire Agreement. This Agreement and the other agreements referred to herein set forth the entire agreement of the parties hereto in respect of the subject matter contained herein and, other than non-disclosure, non-compete or similar agreements, supersede any and all other prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and in prior agreements of the parties hereto in respect to the subject matter contained herein is hereby terminated and canceled.
Special Rules Regarding Section 409A of the Internal Revenue Code.

(a) It is intended that any and all benefits under this Agreement either (i) shall not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”), and therefore are exempt from Section 409A or (ii) are subject to a “substantial risk of forfeiture” and exempt from Section 409A under the “short−term deferral rule” set forth in Treasury Regulation § 1.409A−1(b)(4). In any event, all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Notwithstanding anything herein to the contrary, if the Company determines that the Severance Benefit constitutes “nonqualified deferred compensation” within the meaning of Section 409A, payment of such Severance Benefit shall not commence until the Executive Chairman incurs a “separation from service” within the meaning of Treasury Regulation §1.409A−1(h) (“Separation from Service”). If, at the time of Employee’s Separation from Service, the Executive Chairman is a “specified employee” (under Section 409A), such Severance Benefit shall not be paid until after the earlier of (i) the expiration of the six−month period measured from the date of Employee’s Separation from Service with the Company, or (ii) the date of the Executive Chairman’s death (the “409A Suspension Period”).

(c) The determination of whether the Severance Benefit constitutes “nonqualified deferred compensation” within the meaning of Section 409A shall be made by the Company in good faith. If the Company determines that such Severance Benefit is subject to the 409A Suspension Period, and the Executive Chairman does not believe that such determination is reasonable, then the Company and the Executive Chairman shall mutually select, at the Company’s expense, an independent outside counsel to render a legal opinion regarding the applicability of the 409A Suspension Period. If the outside counsel described in the preceding sentence agrees with the Company’s determination that any items due to the Executive Chairman under this agreement should be subject to the 409A Suspension Period, then such payment shall be made at the end of the 409A Suspension Period as set forth in Section 17(b) hereof; provided however, if such outside counsel determines that such payment shall not be subject to the 409A Suspension Period, then such payment shall be effected within fourteen (14) days of the date of such counsel’s determination.

IN WITNESS WHEREOF, the Executive Chairman has executed this Employment Agreement, and the Company has caused this Employment Agreement to be executed by its duly authorized representative, as of the date and year first above written.

EXECUTIVE CHAIRMAN
/s/ Howard S. Jonas
Howard S. Jonas
RAFAEL HOLDINGS, INC.
By:	/s/ William Conkling
	William Conkling
	Chief Executive Officer

Exhibit 99.1

Rafael Holdings Reports Third Quarter Fiscal2022 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 and immune metabolism pipeline while exploring strategic opportunities to further enhance value.

“We are excited by the continuing progress our internal research and development team is making to advance our pipeline and our evolution into a focused drug company,” said Bill Conkling, CEO of Rafael Holdings. “We are fortunate that our research programs are being supported by a strong internal development team along with our highly regarded and engaged group of world class scientific advisors. We believe we are well positioned to advance our early-stage pipeline through meaningful value inflection points and to opportunistically pursue strategic business development opportunities.”

Rafael Holdings, Inc. Third Quarter Fiscal Year 2022 Financial Results

As of April 30, 2022, we had cash, cash equivalents and marketable securities of $59.4 million.

For the three months ended April 30, 2022, we incurred a net loss of $5.5 million, or $0.28 per share, which includes $1.0 million in non-cash stock-based compensation expense. For the same period in the prior year, we incurred a net loss of $2.6 million, or $0.15 per share, which includes $0.3 million in non-cash stock-based compensation expense.

Our revenues for the three months ended April 30, 2022, amounted to $0.9 million, compared to revenues of $1.0 million for the same period in the prior year.

Research and development expenses were $1.4 million for the three months ended April 30, 2022. For the same period in the prior year, R&D expenses were $1.3 million.

Our selling, general and administrative expenses were $3.9 million for the three months ended April 30, 2022. For the same period in the prior year, selling, general and administrative expenses were $3.0 million. The increase was primarily related to an increase of approximately $0.6 million in non-cash stock-based compensation as well as higher personnel costs.

Rafael Holdings, Inc. First Nine Months Fiscal Year 2022 FinancialResults

For the nine months ended April 30, 2022, we incurred a net loss of $119.9 million or $6.16 per share, which includes a net, non-cash credit of $2.1 million in stock-based compensation expense and an impairment of cost method investment and losses from loans and receivables from Cornerstone Pharmaceuticals, Inc. (formerly Rafael Pharmaceuticals, Inc.) totaling $114.2 million. For the same period in the prior year, we incurred a net loss of $12.2 million, or $0.75 per share which included $1.0 million in non-cash stock-based compensation expense.

Our revenues for the nine months ended April 30, 2022, amounted to $3.0 million flat when compared to the same period in the prior year.

Research and development expenses were $6.9 million for the nine months ended April 30, 2022. For the same period in the prior year, R&D expenses were $3.3 million. The increase reflects the activities related to the advancement of our early-stage pipeline.

Our selling, general and administrative expenses were $15.9 million for the nine months ended April 30, 2022, which includes $5.9 million in severance costs as well as a net, non-cash credit of $2.5 million of stock-based compensation expense. For the same period in the prior year, selling, general and administrative expenses were $8.4 million. The increase was primarily driven by increased severance costs as well as increased personnel costs and professional fees.

About Rafael Holdings, Inc.

Rafael Holdings is focused on the discovery of novel cancer and immune metabolism therapeutics. The Company owns the Barer Institute, Inc. and has a significant investment in two clinical stage oncology companies, Cornerstone Pharmaceuticals (formerly Rafael Pharmaceuticals) and LipoMedix Pharmaceuticals. For more information, visit www.rafaelholdings.com.

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, 2021, 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

#

RAFAEL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

			July 31,<br><br> 2021
			(audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	28,965		$	7,854
Restricted cash	-			5,000
Available-for-sale securities	30,407			-
Interest receivable	258			-
Trade accounts receivable, net of allowance for doubtful accounts of 186 and 193 at April 30, 2022 and July 31, 2021, respectively	631			235
Due<br> from Rafael Pharmaceuticals, net of allowance for losses on related party receivables of 720 and 0 at April 30, 2022 and July 31,<br> 2021, respectively	-			600
Prepaid expenses and other current assets	2,251			1,075
Total current assets	62,512			14,764
Property and equipment, net	42,183			43,238
Equity investment – RP Finance LLC	-			575
Due from RP Finance LLC, net of allowance for losses on related party receivables of 9,375 and 0 at January 31, 2022 and July 31, 2021, respectively	-			7,500
Investments – Rafael Pharmaceuticals	-			79,141
Investments – Other Pharmaceuticals	477			477
Investments – Hedge Funds	4,684			5,268
In-process research and development and patents	1,575			1,575
Other assets	1,351			1,517
TOTAL ASSETS	112,782		$	154,055
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade accounts payable	873		$	1,160
Accrued expenses	1,335			1,227
Amount due for purchase of membership interest	-			-
Other current liabilities	611			252
Due to related parties	69			136
Note payable, net of debt issuance costs	14,903			14,528
Total current liabilities	17,791			17,303
Deferred income tax liabilities, net	-			-
Other liabilities	85			48
TOTAL LIABILITIES	17,876		$	17,351
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 April 30, 2022 and July 31, 2021, respectively	8			8
Class B common stock, 0.01 par value; 200,000,000 shares authorized, 20,004,234 issued and 19,981,157 outstanding as of April 30, 2022, and 16,947,066 issued and 16,936,864 outstanding as of July 31, 2021	200			169
Additional paid-in capital	254,892			159,136
Accumulated deficit	(160,673	)		(40,799	)
Accumulated other comprehensive loss related to unrealized loss on available-for-sale securities	(48	)
Accumulated other comprehensive income related to foreign currency translation adjustment	3,767			3,772
Total equity attributable to Rafael Holdings, Inc.	98,146			122,286
Noncontrolling interests	(3,240	)		14,418
TOTAL EQUITY	94,906		$	136,704
TOTAL LIABILITIES AND EQUITY	112,782		$	154,055

All values are in US Dollars.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, exceptshare and per share data)

	(unaudited)						(unaudited)
	For the three months ended						For the nine months ended
	4/30/2022			4/30/2021			4/30/2022			4/30/2021
Revenues	$	875		$	990		$	3,011		$	3,002
SG&A Expenses		3,940			3,006			15,936			8,365
R&D Expenses		1,413			1,262			6,901			3,345
Depreciation and amortization		379			201			1,142			1,079
Provision for loss on receivable pursuant to line of credit		-			-			25,000			-
Provision for losses on related party receivables		-			-			10,095			-
Impairment - Altira		-			-			-			7,000
Operating Loss		(4,857	)		(3,479	)		(56,063	)		(16,787	)
Impairment of cost method investment - Rafael Pharmaceuticals		-			-			(79,141	)		-
Unrealized gain on investments		(341	)		738			(584	)		4,171
Gain on sale of building		-			-			-			749
Impairment of investments - Other Pharmaceuticals		-			-			-			(724	)
Other, net		(348	)		(1	)		(1,155	)		(2	)
Loss before Incomes Taxes		(5,546	)		(2,742	)		(136,943	)		(12,593	)
Taxes		(2	)		(4	)		(6	)		(13	)
Equity in earnings (loss) in equity of RP Finance		-			96			(575	)		288
Net loss		(5,548	)		(2,650	)		(137,524	)		(12,318	)
Net (loss) income attributable to noncontrolling interests		(19	)		(97	)		(17,650	)		(154	)
Net loss attributable to Rafael Holdings, Inc.	$	(5,529	)	$	(2,553	)	$	(119,874	)	$	(12,164	)
Loss Per Share	$	(0.28	)	$	(0.15	)	$	(6.16	)	$	(0.75	)
Weighted average shares in calculation		19,759,114			16,668,624			19,472,178			16,216,969