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): June 9, 2020
RAFAEL HOLDINGS, INC.
(Exact name of registrant as specified inits charter)
| Delaware | 1-38411 | 82-2296593 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 520 Broad Street<br><br> <br>Newark, New Jersey | 07102 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212 658-1450
Not Applicable
(Former name or former address, if changedsince last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the 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 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 Financial Condition.
On June 9, 2020, the Registrant 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, 2020. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Registrant 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 June 9, 2020, reporting the results of operations for the fiscal quarter ended April 30, 2020. |
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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<br>Title: Chief Financial Officer |
Dated: June 9, 2020
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EXHIBITINDEX
| Exhibit Number | Document |
|---|---|
| 99.1 | Press Release, dated June 9, 2020, reporting the results of operations for the fiscal quarter ended April 30, 2020. |
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Exhibit 99.1
Rafael Holdings Reports Third QuarterFiscal Year 2020 Results
NEWARK, NJ – June 9, 2020: Rafael Holdings, Inc., (NYSE: RFL), reported revenue of $1.2 million and a loss per share of $0.14 for the fiscal quarter ended April 30, 2020.
Q3 FY 2020 Consolidated Highlights
| ● | Revenue of $1.2 million in Q3 FY2020, generated by Rafael Holdings’ real estate portfolio, decreased from $1.4 million<br>in the year-ago quarter. The loss per share of $0.14 increased from $0.07 in the year ago quarter largely on increased R&D<br>expense incurred by the Barer Institute. |
|---|
Rafael Pharmaceuticals
| ● | On May 26, 2020, Rafael Pharma announced positive results of a single-arm, open-label, Phase 1 study of CPI-613® (devimistat)<br>with gemcitabine and nab-paclitaxel in patients with locally advanced or metastatic pancreatic cancer. The data was presented at<br>the American Society of Clinical Oncology (ASCO) 2020 Virtual Scientific Program. |
|---|---|
| ● | On April 28, 2020, Rafael Pharma announced the expansion of its Phase 2 clinical trial of CPI-613® (devimistat) for patients<br>with relapsed or refractory Burkitt’s lymphoma/leukemia. The clinical trial began enrolling patients at MD Anderson Cancer<br>Center, where Dr. Raphael Steiner serves as principal investigator. |
| --- | --- |
| ● | On March 24, 2020, Rafael Pharma announced that it had enrolled more than 75% of the 500 patients needed for its pivotal Phase<br>3 clinical trial for metastatic pancreatic cancer (AVENGER 500). The trial is evaluating the efficacy and safety of Rafael’s lead<br>compound CPI-613® (devimistat) in combination with modified FOLFIRINOX (mFFX) as first-line therapy. |
| --- | --- |
LipoMedix
At April 30, 2020, Rafael Holdings held 57.9% of the issued and outstanding ordinary shares of LipoMedix, a development-stage Israeli company focused on the development of an innovative, safe and effective cancer therapy based on liposome delivery.
| ● | Lipomedix was awarded a Seal of Excellence for its Promitil project by European Innovation Council of the European Union. |
|---|---|
| ● | LipoMedix’s Phase IB study of Promitil in Israel continued to enroll patients with advanced cancer requiring palliative<br>radiotherapy for inoperable tumors or metastatic disease. |
| --- | --- |
Barer Institute
Rafael Holdings increased its investment in pharmaceutical development through its Barer Institute subsidiary. The Barer Institute is currently testing indications for lead compounds targeting cancer metabolism and has initiated a preclinical in-licensing effort on selected compounds that target the unique mechanisms of cancer.
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Remarks by Howard Jonas, Chairman and CEO of Rafael Holdings
“Rafael Holdings’ key pharmaceutical investments, Rafael Pharma and LipoMedix and our wholly owned Barer Institute, continue to execute on their development and clinical programs despite the challenges posed by the worldwide Covid-19 pandemic. I am especially gratified that Rafael Pharma has surpassed the 80% enrollment milestone in its pivotal Phase 3 Avenger 500 study of patients with pancreatic cancer. The Barer Institute is evaluating promising candidates for potential clinical development programs. And finally, we continue to work to monetize our New Jersey real estate assets, while our asset in Israel is now fully leased.”
About Rafael Holdings, Inc.:
Rafael Holdings is focused on development of novel cancer therapies. The company is a significant investor in two clinical stage oncology companies, Rafael Pharmaceuticals, Inc. and LipoMedix Pharmaceuticals Ltd. Through its wholly owned Barer Institute subsidiary, the company is developing a pipeline of compounds focused on the regulation of cancer metabolism. The company also holds commercial real estate assets in New Jersey and Jerusalem. For more information, visit www.rafaelholdings.com.
Contact:
Rafael Holdings
David Polinsky
Chief Financial Officer
P: (212) 658-1450
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RAFAEL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except sharedata)
| July 31, | |||||
|---|---|---|---|---|---|
| 2019 | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 8,430 | $ | 12,024 | ||
| Trade accounts receivable, net of allowance for doubtful accounts of 143 and 122 at April 30, 2020 and July 31, 2019, respectively | 261 | 450 | |||
| Due from Rafael Pharmaceuticals | 135 | 280 | |||
| Prepaid expenses and other current assets | 336 | 507 | |||
| Total current assets | 9,162 | 13,261 | |||
| Property and equipment, net | 47,811 | 48,733 | |||
| Investments – Rafael Pharmaceuticals | 70,018 | 70,018 | |||
| Investments – Other Pharmaceuticals | 1,705 | 2,000 | |||
| Investments – Hedge Funds | 5,617 | 5,125 | |||
| Equity investment – RP Finance | 53 | — | |||
| Deferred income tax assets, net | 6 | 19 | |||
| In-process research and development and patents | 1,575 | 1,575 | |||
| Other assets | 1,484 | 1,412 | |||
| TOTAL ASSETS | 137,431 | $ | 142,143 | ||
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Trade accounts payable | 700 | $ | 795 | ||
| Accrued expenses | 728 | 605 | |||
| Other current liabilities | 57 | 27 | |||
| Total current liabilities | 1,485 | 1,427 | |||
| Due to Related Party | 27 | 65 | |||
| Convertible note, net of discount of 0 and 54 – Related Party | — | 14,946 | |||
| Other liabilities | 92 | 292 | |||
| Accrued interest on convertible note – Related Party | — | 649 | |||
| TOTAL LIABILITIES | 1,604 | 17,379 | |||
| COMMITMENTS AND CONTINGENCIES | |||||
| EQUITY | |||||
| Class A common stock, 0.01 par value; 50,000,000 shares authorized, 787,163 shares issued and outstanding as of April 30, 2020 and July 31, 2019 | 8 | 8 | |||
| Class B common stock, 0.01 par value; 200,000,000 shares authorized, 15,034,931 issued and 15,028,869 outstanding as of April 30, 2020 and 13,142,502 shares issued and outstanding as of July 31, 2019 | 149 | 131 | |||
| Additional paid-in capital | 128,998 | 112,898 | |||
| Accumulated deficit | (10,850 | ) | (5,840 | ) | |
| Accumulated other comprehensive income related to foreign currency translation adjustment | 3,752 | 3,784 | |||
| Total equity attributable to Rafael Holdings, Inc. | 122,057 | 110,981 | |||
| Noncontrolling interests | 13,770 | 13,783 | |||
| TOTAL EQUITY | 135,827 | 124,764 | |||
| TOTAL LIABILITIES AND EQUITY | 137,431 | $ | 142,143 |
All values are in US Dollars.
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RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE LOSS
(unaudited, in thousands, except shareand per share data)
| Three Months Ended<br> April 30, | Nine Months Ended<br> April 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| REVENUE: | ||||||||||||
| Rental – Third Party | $ | 360 | $ | 588 | $ | 1,076 | $ | 1,277 | ||||
| Rental – Related Party | 523 | 521 | 1,570 | 1,564 | ||||||||
| Parking | 221 | 268 | 664 | 688 | ||||||||
| Other – Related Party | 120 | — | 360 | — | ||||||||
| Total Revenue | 1,224 | 1,377 | 3,670 | 3,529 | ||||||||
| COSTS AND EXPENSES | ||||||||||||
| Selling, general and administrative | 2,081 | 2,059 | 6,343 | 5,228 | ||||||||
| Research and development | 634 | 300 | 1,327 | 949 | ||||||||
| Depreciation and amortization | 474 | 436 | 1,413 | 1,296 | ||||||||
| Loss from Operations | (1,965 | ) | (1,418 | ) | (5,413 | ) | (3,944 | ) | ||||
| Interest (expense) income, net | — | (221 | ) | (31 | ) | 647 | ||||||
| Net gain (loss) resulting from foreign exchange transactions | — | 19 | (5 | ) | 19 | |||||||
| Gain on sales of marketable securities, net | — | — | — | 330 | ||||||||
| Impairment of investments – Other Pharmaceuticals | (295 | ) | — | (295 | ) | — | ||||||
| Unrealized (loss) gain on investments – Hedge Funds | (28 | ) | 466 | 492 | 414 | |||||||
| Loss Before Income Taxes | (2,288 | ) | (1,154 | ) | (5,252 | ) | (2,534 | ) | ||||
| (Provision for) benefit from income taxes | (8 | ) | 7 | (24 | ) | 21 | ||||||
| Equity in earnings of RP Finance | 53 | — | 53 | — | ||||||||
| Consolidated Net Loss | (2,243 | ) | (1,147 | ) | (5,223 | ) | (2,513 | ) | ||||
| Net loss attributable to noncontrolling interests | (84 | ) | (142 | ) | (213 | ) | (6 | ) | ||||
| Net Loss Attributable to Rafael Holdings, Inc. | $ | (2,159 | ) | $ | (1,005 | ) | $ | (5,010 | ) | $ | (2,507 | ) |
| OTHER COMPREHENSIVE LOSS | ||||||||||||
| Net Loss | $ | (2,243 | ) | $ | (1,147 | ) | $ | (5,223 | ) | $ | (2,513 | ) |
| Foreign currency translation adjustments | (4 | ) | (54 | ) | (32 | ) | (52 | ) | ||||
| Total Comprehensive Loss | (2,247 | ) | (1,201 | ) | (5,255 | ) | (2,565 | ) | ||||
| Comprehensive (loss) income attributable to noncontrolling interests | (3 | ) | (18 | ) | (19 | ) | 5 | |||||
| Total Comprehensive Loss attributable to Rafael Holdings, Inc. | $ | (2,244 | ) | $ | (1,183 | ) | $ | (5,236 | ) | $ | (2,570 | ) |
| Loss Per Share: | ||||||||||||
| Basic and diluted | $ | (0.14 | ) | $ | (0.07 | ) | $ | (0.32 | ) | $ | (0.19 | ) |
| Weighted average number of shares used in calculation of loss per share: | ||||||||||||
| Basic and diluted | 15,813,679 | 13,924,691 | 15,747,709 | 13,055,037 |
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RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| Nine Months Ended <br> April 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Operating activities | ||||||
| Net loss | $ | (5,223 | ) | $ | (2,513 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 1,413 | 1,296 | ||||
| Deferred income taxes | 13 | (24 | ) | |||
| Interest income on Series D Convertible Note | — | (848 | ) | |||
| Net gain on sales of marketable securities | — | (330 | ) | |||
| Impairment of investments – Other Pharmaceuticals | 295 | — | ||||
| Unrealized gain on investments – Hedge Funds | (492 | ) | (414 | ) | ||
| Equity in earnings of RP Finance | (53 | ) | — | |||
| Provision for doubtful accounts | 48 | 86 | ||||
| Non-cash compensation | 546 | 269 | ||||
| Amortization of debt discount | 54 | 11 | ||||
| Change in assets and liabilities: | ||||||
| Trade accounts receivable | 141 | (471 | ) | |||
| Prepaid expenses and other current assets | 171 | (419 | ) | |||
| Other assets | (72 | ) | (180 | ) | ||
| Accounts payable and accrued expenses | 28 | 91 | ||||
| Due to/from related parties | 107 | 473 | ||||
| Accrued interest – Related Party | 19 | 418 | ||||
| Other current liabilities | — | (5 | ) | |||
| Other liabilities | 30 | 22 | ||||
| Net cash used in operating activities | (2,975 | ) | (2,538 | ) | ||
| Investing activities | ||||||
| Purchases of property and equipment | (491 | ) | (364 | ) | ||
| Proceeds from sale and maturity of marketable securities, net | — | 25,031 | ||||
| Investment in Rafael Pharmaceuticals | — | (55,870 | ) | |||
| Net cash used in investing activities | (491 | ) | (31,203 | ) | ||
| Financing activities | ||||||
| Contribution from noncontrolling interest of consolidated entity | — | 4,587 | ||||
| Repayment of Loan from Rafael Pharmaceuticals | — | 3,300 | ||||
| Proceeds from exercise of options | 29 | 190 | ||||
| Proceed from sale of shares | — | 7,777 | ||||
| Proceeds from convertible notes payable - Related Party | — | 15,000 | ||||
| Payments for taxes related to shares withheld for employee taxes | (125 | ) | — | |||
| Net cash (used in) provided by financing activities | (96 | ) | 30,854 | |||
| Effect of exchange rate changes on cash and cash equivalents | (32 | ) | 53 | |||
| Net decrease in cash and cash equivalents | (3,594 | ) | (2,834 | ) | ||
| Cash and cash equivalents at beginning of period | 12,024 | 15,803 | ||||
| Cash and cash equivalents at end of period | $ | 8,430 | $ | 12,969 | ||
| Supplemental Schedule of Non-Cash Investing and Financing Activities | ||||||
| Adoption effect of ASU 2016-01 | $ | — | $ | 39 | ||
| Beneficial conversion feature of convertible debt – Related Party | $ | — | $ | 71 | ||
| Debt and accrued interest converted to Series D Preferred Stock | $ | — | $ | 10,848 | ||
| Related Party deposit utilized to purchase Class B Common Stock | $ | — | $ | 864 | ||
| Conversion of LipoMedix Bridge Note | $ | 200 | $ | — | ||
| Conversions of Related Party convertible notes payable and accrued interest | $ | 15,668 | $ | — |
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