8-K
Rafael Holdings, Inc. (RFL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
October 29, 2025
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 | |
| --- | --- | |
| (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) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)-2 of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchangeon which registered |
|---|---|---|
| Class B common stock, par value $0.01 per share | RFL | New York Stock Exchange |
| Warrant to Purchase Class B common stock | RFL-WT | NYSE American |
Item 2.02. Results of Operations andFinancial Condition.
On October 29, 2025, 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 and fiscal year ended July 31, 2025. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Document |
| --- | --- |
| 99.1 | Press Release, dated October 29, 2025, reporting the results of operations for the fiscal quarter and fiscal year ended July 31, 2025. |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RAFAEL HOLDINGS, INC. | ||
|---|---|---|
| By: | /s/ David Polinsky | |
| Name: | David Polinsky | |
| Title: | Chief Financial Officer |
Dated: October 29, 2025
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EXHIBIT INDEX
| ExhibitNumber | Document |
|---|---|
| 99.1 | Press Release, dated October 29, 2025, reporting the results of operations for the fiscal quarter and fiscal year ended July 31, 2025. |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
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Exhibit 99.1
Rafael Holdings Reports Fourth Quarter and FullYear Fiscal 2025 Financial Results
Cyclo Therapeutics’ TransportNPC™Phase 3 clinical trial for Trappsol^®^ Cyclo™ for the treatment of Niemann-Pick Disease Type C1, a rare and fatal geneticdisease, is continuing at the recommendation of the Data Monitoring Committee (DMC) following their review of prespecified safety andefficacy date at 48 weeks
On August 4, 2025, Joshua Fine was elected asthe Company’s Chief Operating Officer
NEWARK, NJ – October 29, 2025 (GLOBENEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL; NYSE American: RFL-W), today reported its financial results for the fourth quarter and full fiscal year 2025 ended July 31, 2025.
“We are pleased with the continued progress of our pivotal Phase 3 TransportNPC*™* study evaluating Trappsol^®^ Cyclo™ for the treatment of Niemann-Pick Disease Type C1, which we believe could provide an important new treatment for option for patients suffering from this rare and fatal genetic disease,” said Howard Jonas, Chief Executive Officer, Executive Chairman and Chairman of the Board of Rafael Holdings. Mr. Jonas added, “We enhanced our financial position with the closing of a $25 million rights offering in June, which positions our Company well to advance the Trappsol^®^ Cyclo™ program and invest in additional opportunities we may identify. I would also like to take this opportunity to congratulate Joshua Fine on his appointment as the Company’s Chief Operating Officer, Alan Grayson on his addition to our Board of Directors and Markus Sieger on being named as Chair of our Audit Committee. I look forward to their important contributions towards advancing the Company and driving value for all stakeholders.”
Rafael Holdings, Inc. Fourth Quarter Fiscal Year 2025 FinancialResults
As of July 31, 2025, we had cash and cash equivalents of $52.8 million. On June 4, 2025, the Company closed a $25 million rights offering, which included the funding of the backstop commitment in the amount of $21.0 million by the Jonas family.
For the three months ended July 31, 2025, we recorded a net loss attributable to Rafael Holdings of $12.1 million, or $0.28 per share, versus a net loss of $4.5 million, or $0.19 per share in the year ago period. The year over year increase in net loss is attributable to the consolidation of Cyclo Therapeutic’s expenses following the acquisition of Cyclo in March 2025 and the activity of Cornerstone and Day Three which were consolidated with Rafael Holdings during fiscal 2024.
Research and development expenses were $7.5 million for the three months ended July 31, 2025, compared to $1.5 million in the year ago period. The year over year increase relates to the inclusion in the current year period of spending at Cyclo following the March 2025 acquisition and the activity of Cornerstone and Day Three which were consolidated with Rafael Holdings during fiscal 2024.
General and administrative expenses were $5.5 million for the three months ended July 31, 2025, compared to $2.3 million in the year ago period. The year over year increase relates to the inclusion of expenses at Cyclo following closing of the acquisition, and the activity of Cornerstone and Day Three, following their consolidation.
Rafael Holdings, Inc. Full Year Fiscal Year 2025 Financial Results
For the twelve months ended July 31, 2025, we recorded a net loss attributable to Rafael Holdings of $30.5 million, or $1.04 per share, versus a net loss of $34.4 million, or $1.45 per share in the year ago period. The year over year decrease in net loss is attributable to in-process R&D expense of $89.9 million related to the acquisition (when we increased our ownership position) of Cornerstone netted with a $31.3 million recovery of receivables from Cornerstone in the year ago period, $5.9 million in unrealized gains on the Company’s investment in Cyclo equity and the inclusion of Cyclo following closing of the acquisition in March 2025 and the activity of Cornerstone and Day Three, following their consolidation.
Research and development expenses were $12.8 million for the twelve months ended July 31, 2025, compared to $4.2 million in the year ago period. The year over year increase relates to the inclusion of spending at Cyclo following the March 2025 acquisition of with Cyclo , and the activity of Cornerstone and Day Three, which were consolidated with Rafael Holdings during fiscal 2024.
For the twelve months ended July 31, 2025, general and administrative expenses were $13.8 million compared to $8.9 million in the same period in the prior year. The year over year increase relates to spending at Cyclo following the acquisition, and the activity of Cornerstone and Day Three, following their consolidation.
About Rafael Holdings, Inc.
Rafael Holdings, Inc. is a biotechnology company that develops pharmaceuticals and holds interests in clinical and early stage companies that develop pharmaceuticals and medical devices. Our lead candidate is Trappsol® Cyclo™, which is being evaluated in clinical trials for the potential treatment of Niemann-Pick Disease Type C1 (“NPC1”), a rare, fatal and progressive genetic disorder. We also hold interests in other clinical-stage and early-stage pharmaceutical development companies and an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries. Our lead candidate, Trappsol® Cyclo™, is the subject of an ongoing pivotal Phase 3 clinical trial.
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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, those disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2024, and our other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Contact:
Barbara Ryan
Barbara.ryan@rafaelholdings.com
(203) 274-2825
#
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RAFAEL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| July 31,<br><br>2024 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 52,769 | $ | 2,675 | ||
| Available-for-sale securities | — | 63,265 | |||
| Prepaid clinical trial costs | 1,045 | — | |||
| Interest receivable | — | 515 | |||
| Convertible notes receivable, due from Cyclo | — | 5,191 | |||
| Other receivables | 1,206 | — | |||
| Accounts receivable, net of allowance for credit losses of 245 at July 31, 2025 and July 31, 2024 | 627 | 426 | |||
| Inventory | 281 | — | |||
| Prepaid expenses and other current assets | 786 | 430 | |||
| Total current assets | 56,714 | 72,502 | |||
| Property and equipment, net | 1,596 | 2,120 | |||
| Investments – Hedge Funds | — | 2,547 | |||
| Investments – Cyclo | — | 12,010 | |||
| Convertible notes receivable classified as available-for-sale | 1,858 | 1,146 | |||
| Goodwill | 19,939 | 3,050 | |||
| Intangible assets, net | 994 | 1,847 | |||
| In-process research and development | 31,575 | 1,575 | |||
| Non-current prepaid clinical trial costs | 1,399 | — | |||
| Other assets | 34 | 35 | |||
| TOTAL ASSETS | 114,109 | $ | 96,832 | ||
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | 6,893 | $ | 2,556 | ||
| Accrued expenses | 3,304 | 1,798 | |||
| Convertible notes payable | 614 | 614 | |||
| Other current liabilities | 66 | 113 | |||
| Due to related parties | 723 | 733 | |||
| Installment note payable | — | 1,700 | |||
| Total current liabilities | 11,600 | 7,514 | |||
| Accrued expenses, noncurrent | 3,895 | 2,982 | |||
| Convertible notes payable, noncurrent | 78 | 73 | |||
| Other liabilities | 27 | 5 | |||
| Deferred income tax liability | 138 | — | |||
| TOTAL LIABILITIES | 15,738 | $ | 10,574 | ||
| 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 July 31, 2025 and July 31, 2024 | 8 | 8 | |||
| Class B common stock, 0.01 par value; 200,000,000 shares authorized, 50,789,697 issued and outstanding (excluding treasury shares of 101,487) as of July 31, 2025, and 24,142,535 issued and 23,819,948 outstanding (excluding treasury shares of 101,487) as of July 31, 2024 | 508 | 238 | |||
| Additional paid-in capital | 322,161 | 280,048 | |||
| Accumulated deficit | (232,263 | ) | (201,743 | ) | |
| Treasury stock, at cost; 101,487 Class B shares as of July 31, 2025 and July 31, 2024 | (168 | ) | (168 | ) | |
| Accumulated other comprehensive income related to unrealized income on available-for-sale securities | 358 | 111 | |||
| Accumulated other comprehensive income related to foreign currency translation adjustment | 3,787 | 3,691 | |||
| Total equity attributable to Rafael Holdings, Inc. | 94,391 | 82,185 | |||
| Noncontrolling interests | 3,980 | 4,073 | |||
| TOTAL EQUITY | 98,371 | 86,258 | |||
| TOTAL LIABILITIES AND EQUITY | 114,109 | $ | 96,832 |
All values are in US Dollars.
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RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVEINCOME (LOSS)
(in thousands, except share and per share data)
| Three Months Ended July 31, | Year Ended July 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | $ | 350 | $ | 165 | $ | 917 | $ | 637 | ||||
| Cost of infusion Technology revenue | - | 69 | 106 | 154 | ||||||||
| Cost of product revenue | 19 | - | 28 | - | ||||||||
| G&A Expenses | 5,497 | 2,330 | 13,781 | 8,854 | ||||||||
| R&D Expenses | 7,547 | 1,543 | 12,823 | 4,170 | ||||||||
| In-process research and development expense | - | - | - | 89,861 | ||||||||
| Depreciation and amortization | 50 | 68 | 288 | 225 | ||||||||
| Loss on impairment of goodwill | - | - | 3,050 | - | ||||||||
| Operating Loss | (12,763 | ) | (3,845 | ) | (29,159 | ) | (102,627 | ) | ||||
| Interest income | 467 | 606 | 1,996 | 2,383 | ||||||||
| Loss on initial investment in Day Three upon acquisition | - | - | - | (1,633 | ) | |||||||
| Realized gain on available-for-sale securities | - | 251 | 178 | 1,772 | ||||||||
| Realized loss on investment in equity securities | - | - | - | (46 | ) | |||||||
| Realized gain on investment - Cyclo | - | - | - | 424 | ||||||||
| Unrealized (loss) gain on investment - Cyclo | - | (3,162 | ) | (5,144 | ) | 37 | ||||||
| Unrealized (loss) gain on convertible notes receivable, due from Cyclo | - | 1,191 | (719 | ) | 1,191 | |||||||
| Unrealized gain on investment - Hedge Funds | - | 181 | - | 63 | ||||||||
| Recovery of receivables from Cornerstone | - | - | - | 31,305 | ||||||||
| Interest expense | (168 | ) | (163 | ) | (658 | ) | (248 | ) | ||||
| Other income, net | 236 | - | 310 | 118 | ||||||||
| Loss before incomes taxes | (12,228 | ) | (4,941 | ) | (33,196 | ) | (67,261 | ) | ||||
| Benefit from taxes | 174 | 87 | 2,553 | 2,680 | ||||||||
| Equity in loss of Day Three | - | - | - | (422 | ) | |||||||
| Consolidated net loss | (12,054 | ) | (4,854 | ) | (30,643 | ) | (65,003 | ) | ||||
| Consolidated net loss | (12,054 | ) | (4,854 | ) | (30,643 | ) | (65,003 | ) | ||||
| Net loss attributable to noncontrolling interests | 40 | (386 | ) | (123 | ) | (30,593 | ) | |||||
| Net loss attributable to Rafael Holdings, Inc. | $ | (12,094 | ) | $ | (4,468 | ) | $ | (30,520 | ) | $ | (34,410 | ) |
| Loss per share attributable to common stockholders | ||||||||||||
| Basic and diluted | $ | (0.28 | ) | $ | (0.19 | ) | $ | (1.04 | ) | $ | (1.45 | ) |
| Weighted average number of shares used in calculation of loss per share - basic and diluted | 43,011,360 | 23,916,839 | 29,422,221 | 23,745,516 |
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