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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): April 22, 2026

 

 

 

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-38411   82-2296593
(State or other jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

520 Broad Street
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 since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the 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 which registered
Class B common stock, par value $0.01 per share   RFL   New York Stock Exchange

 

 

 

 

 

Item 7.01. Regulation FD

 

On April 22, 2026, Rafael Holdings, Inc. (the “Company”) issued the attached press release (the “Release”) announcing that the Company’s subsidiary, Cyclo Therapeutics, LLC, has entered into an exclusive licensing agreement with Massachusetts Institute of Technology (“MIT”) covering U.S. Patent No.12285440. The patent covers the use of cyclodextrins in patients with Alzheimer’s Disease (AD) who carry an ApoE4 genetic mutation.

 

A copy of the Release 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 8.01. Other Events.

 

The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Document
99.1   Press Release, dated April 22, 2026.
104   Cover Page Interactive Data File, formatted in Inline XBRL document.

 

1

 

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: April 22, 2026

 

2

 

EXHIBIT INDEX

 

Exhibit
Number
  Document
99.1   Press Release, dated April 22, 2026.
104   Cover Page Interactive Data File, formatted in Inline XBRL document.

 

3

 

Exhibit 99.1

 

Rafael Holdings Announces Patent Licensing Agreement with MIT for “Small Molecules to Improve Myelination in ApoE4 positive Alzheimer’s Disease”

 

License of the MIT patent strengthens Rafael’s intellectual property around cyclodextrins as an Active Pharmaceutical Ingredient (API) in the treatment of ApoE4-positive Alzheimer’s Disease

 

NEWARK, NJ – April 22, 2026 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL) today announced that its subsidiary, Cyclo Therapeutics, has entered into an exclusive licensing agreement with Massachusetts Institute of Technology (“MIT”) covering U.S. Patent No.12285440. This license covers the use of cyclodextrins in patients with Alzheimer’s Disease (AD) who carry an ApoE4 genetic mutation, strengthening the company’s intellectual property portfolio around Trappsol® Cyclo™ in this important AD patient population.

 

The ApoE4 gene variant is estimated to be present in 50-70% of patients with AD and is believed to be a key risk factor in the development early onset sporadic AD. Dysregulated cholesterol metabolism is believed to contribute to amyloid and tau pathology, especially in those patients with the ApoE4 gene variant, which has been shown to accelerate AD as it is the key lipids/cholesterol transporter in the brain.

 

The established mechanism of action (MOA) for Trappsol® Cyclo™ could have a direct impact in ApoE4 positive patients as it has been shown to improve cholesterol transport between central nervous system (CNS) cells. Preclinical data suggest Trappsol® Cyclo™ can improve delivery of cholesterol between CNS cells, reduce tau-pathology and improve learning/memory in mice.

 

“Securing this exclusive license from MIT represents a transformative milestone for our company and greater potential positive news for the millions of patients and their families affected by Alzheimer’s disease. By combining the results of MIT’s world-class foundational research with our clinical development expertise, we are well positioned to accelerate a potential breakthrough that addresses the underlying pathology of this devastating condition. This agreement underscores our commitment to pursuing the highest caliber of innovation to deliver life-changing therapies to patients in need,” said Howard Jonas, CEO, Executive Chairman and Chairman of the Board of Rafael Holdings.

 

“With Phase 3 results from Transport NPC due in calendar Q3, 2026, we’re excited by Trappsol® Cyclo™’s potential across multiple disease areas. Our NPC1 phase 3 study is the largest ever conducted in patients with NPC, yielding crucial clinical and safety data needed to advance the treatment paradigm for patients and families dealing with NPC ” said Joshua Fine, COO of Rafael Holdings.

 

 

 

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. Our lead candidate, Trappsol® Cyclo™ is the subject of an ongoing pivotal Phase 3 clinical trial.

 

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, 2025, 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

[email protected]

(203) 274-2825

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