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 11, 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 exchange on 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 and Financial Condition.
On June 11, 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 ended April 30, 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 June 11, 2025, reporting the results of<br> operations for the fiscal quarter ended April 30, 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: June 11, 2025
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EXHIBIT INDEX
| Exhibit Number | Document |
|---|---|
| 99.1 | Press Release, dated June 11, 2025, reporting the results of operations for the fiscal quarter ended April 30, 2025. |
| 104 | Cover Page Interactive Data File, formatted in<br> Inline XBRL document. |
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Exhibit 99.1
Rafael Holdings Reports Third Quarter Fiscal2025 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 fully enrolled and results from the 48-week interim analysis are expected later this month
NEWARK, NJ – June 11, 2025 (GLOBE NEWSWIRE)- Rafael Holdings, Inc. (NYSE: RFL; NYSE American: RFL-WT), today reported its financial results for the third quarter and first nine months of fiscal year 2025 ended April 30, 2025.
“We are pleased to have completed our merger with Cyclo Therapeutics and look forward to reporting the topline data from the 48-week interim analysis of the pivotal Phase 3 TransportNPC*™* study evaluating Trappsol^®^ Cyclo™ for the treatment of Niemann-Pick Disease Type C1 anticipated later this month,” said Howard Jonas, Chief Executive Officer, Executive Chairman and Chairman of the Board of Rafael Holdings. Mr. Jonas added, “We have enhanced our financial position with the closing of a $25 million rights offering earlier this month which will support advancing this potential new treatment option for patients suffering from this rare genetic disease.”
Rafael Holdings, Inc. Third Quarter Fiscal Year 2025 Financial Results
As of April 30, 2025, we had cash and cash equivalents of $37.9 million. On June 4, 2025, the Company announced the closing of a $25 million rights offering, which, including the funding of the backstop commitment by the Jonas family, raised net proceeds of $24.9 million after deduction of certain expenses incurred in connection with the offering.
For the three months ended April 30, 2025, we recorded a net loss attributable to Rafael Holdings of $4.8 million, or $0.19 per share, versus a net loss of $32.4 million, or $1.36 per share in the year ago period. The year over year decrease in net loss is attributable to non-cash items, primarily unrealized losses of $1.4 million on the Company’s investment in Cyclo equity which we purchased in advance of the potential merger in the current period versus $4.4 million in the year ago period, combined with an in-process R&D expense of $89.9 million related to the acquisition of Cornerstone, partially offset by a $31.3 million recovery of receivables from Cornerstone in the year ago period.
Research and development expenses were $3.0 million for the three months ended April 30, 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 Therapeutics following the March 25, 2025 merger and the activity of Cornerstone and Day Three which were consolidated with Rafael Holdings during fiscal 2024.
General and administrative expenses were $3.2 million for the three months ended April 30, 2025, compared to $1.9 million in the year ago period. The year over year increase relates to the inclusion of Cyclo Therapeutics following closing of the merger, and the activity of Cornerstone and Day Three, following their consolidation.
Rafael Holdings, Inc. First Nine Months Fiscal Year 2025 FinancialResults
For the nine months ended April 30, 2025, we recorded a net loss attributable to Rafael Holdings of $18.4 million, or $0.73 per share, versus a net loss of $29.9 million, or $1.26 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 of Cornerstone net with a $31.3 million recovery of receivables from Cornerstone in the year ago period and $3.2 million in unrealized gains on the Company’s investment in Cyclo equity.
Research and development expenses were $5.3 million for the nine months ended April 30, 2025, compared to $2.6 million in the year ago period. The year over year increase relates to the merger with Cyclo Therapeutics which closed on March 25, 2025, and the activity of Cornerstone and Day Three, which were consolidated with Rafael Holdings during fiscal 2024.
For the nine months ended April 30, 2025, general and administrative expenses were $8.3 million compared to $6.5 million in the same period in the prior year. The year over year increase relates to the merger with Cyclo Therapeutics which closed on March 25, 2025, and the activity of Cornerstone and Day Three, which were consolidated with Rafael Holdings during fiscal 2024.
About Rafael Holdings, Inc.
Rafael Holdings, Inc. holds interests in clinical and early-stage pharmaceutical and certain other companies, including our wholly owned subsidiary, Cyclo Therapeutics, LLC, a clinical stage biotechnology company dedicated to developing Rafael’s lead clinical candidate, 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. Rafael also holds majority equity interests in LipoMedix Pharmaceuticals Ltd., a clinical stage pharmaceutical company, Cornerstone Pharmaceuticals, Inc., formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company, Rafael Medical Devices, LLC, an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries, and Day Three Labs, Inc., a company which empowers third-party manufacturers to reimagine their existing cannabis offerings.
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<br> 31,<br><br> 2024 | |||||
|---|---|---|---|---|---|
| (audited) | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash<br> equivalents | 37,936 | $ | 2,675 | ||
| Available-for-sale securities | — | 63,265 | |||
| Interest receivable | — | 515 | |||
| Prepaid clinical trial costs | 2,968 | — | |||
| Convertible note receivables,<br> due from Cyclo | — | 5,191 | |||
| Accounts receivable, net<br> of allowance for credit losses of 245 at April 30, 2025 and July 31, 2024 | 414 | 426 | |||
| Inventory | 288 | — | |||
| Prepaid<br> expenses and other current assets | 837 | 430 | |||
| Total current assets | 42,443 | 72,502 | |||
| Property and equipment, net | 1,614 | 2,120 | |||
| Non-current prepaid clinical<br> trial costs | 1,399 | — | |||
| Investments – Cyclo | — | 12,010 | |||
| Investments - Hedge Funds | — | 2,547 | |||
| Convertible note receivable<br> classified as available-for-sale | 1,719 | 1,146 | |||
| Goodwill | 28,278 | 3,050 | |||
| Intangible assets, net | 1,027 | 1,847 | |||
| In-process research and development | 31,575 | 1,575 | |||
| Other<br> assets | 41 | 35 | |||
| TOTAL<br> ASSETS | 108,096 | $ | 96,832 | ||
| LIABILITIES<br> AND EQUITY | |||||
| CURRENT<br> LIABILITIES | |||||
| Accounts payable | 7,793 | $ | 2,556 | ||
| Accrued expenses | 1,866 | 1,798 | |||
| Convertible notes payable | 614 | 614 | |||
| Other current liabilities | 93 | 113 | |||
| Due to related parties | 664 | 733 | |||
| Installment<br> note payable | — | 1,700 | |||
| Total current liabilities | 11,030 | 7,514 | |||
| Accrued expenses, noncurrent | 3,445 | 2,982 | |||
| Convertible notes payable,<br> noncurrent | 76 | 73 | |||
| Other liabilities | 25 | 5 | |||
| Deferred<br> income tax liability | 9,002 | — | |||
| TOTAL<br> LIABILITIES | 23,578 | 10,574 | |||
| COMMITMENTS<br> AND CONTINGENCIES | |||||
| EQUITY | |||||
| Class A common stock, 0.01<br> par value; 35,000,000 shares authorized, 787,163 shares issued and outstanding as of April 30, 2025 and July 31, 2024 | 8 | 8 | |||
| Class B common stock, 0.01<br> par value; 200,000,000 shares authorized, 31,240,188 issued and outstanding (excluding treasury shares of 101,487) as of April 30,<br> 2025, and 24,142,535 issued and 23,819,948 outstanding (excluding treasury shares of 101,487) as of July 31, 2024 | 312 | 238 | |||
| Additional paid-in capital | 296,648 | 280,048 | |||
| Accumulated deficit | (220,169 | ) | (201,743 | ) | |
| Treasury stock, at cost;<br> 101,487 Class B shares as of October 31, 2024 and July 31, 2024 | (168 | ) | (168 | ) | |
| Accumulated other comprehensive<br> income related to unrealized income on available-for-sale securities | 219 | 111 | |||
| Accumulated<br> other comprehensive income related to foreign currency translation adjustment | 3,728 | 3,691 | |||
| Total equity attributable<br> to Rafael Holdings, Inc. | 80,578 | 82,185 | |||
| Noncontrolling<br> interests | 3,940 | 4,073 | |||
| TOTAL<br> EQUITY | 84,518 | 86,258 | |||
| TOTAL<br> LIABILITIES AND EQUITY | 108,096 | $ | 96,832 |
All values are in US Dollars.
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RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited, in thousands, except share and per share data)
| Three Months Ended <br><br>April 31, | Nine Months Ended <br><br>April 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | $ | 362 | $ | 336 | $ | 567 | $ | 472 | ||||
| Cost of Infusion Technology revenue | 31 | 85 | 106 | 85 | ||||||||
| Cost of product revenue | 9 | — | 9 | — | ||||||||
| SG&A Expenses | 3,170 | 1,923 | 8,284 | 6,524 | ||||||||
| R&D Expenses | 3,003 | 1,526 | 5,276 | 2,627 | ||||||||
| In-process R&D expense | — | 89,861 | — | 89,861 | ||||||||
| Depreciation and amortization | 62 | 102 | 238 | 157 | ||||||||
| Loss on impairment of goodwill | — | — | 3,050 | — | ||||||||
| Operating Loss | (5,913 | ) | (93,161 | ) | (16,396 | ) | (98,782 | ) | ||||
| Interest income | 472 | 502 | 1,529 | 1,777 | ||||||||
| Loss on initial investment in Day Three upon acquisition | — | — | — | (1,633 | ) | |||||||
| Realized gain on available-for-sale securities | — | 945 | 178 | 1,521 | ||||||||
| Realized loss on investment in equity securities | — | — | — | (46 | ) | |||||||
| Realized gain on investment - Cyclo | — | — | — | 424 | ||||||||
| Unrealized (loss) gain on investments - Cyclo | (1,393 | ) | (4,395 | ) | (5,144 | ) | 3,199 | |||||
| Unrealized gain (loss) on convertible notes receivable, due from Cyclo | 383 | — | (719 | ) | — | |||||||
| Unrealized loss on investments - Hedge Funds | — | (3 | ) | — | (118 | ) | ||||||
| Recovery of receivables from Cornerstone | — | 31,305 | — | 31,305 | ||||||||
| Interest expense | (165 | ) | (85 | ) | (490 | ) | (85 | ) | ||||
| Other income, net | 154 | — | 74 | 118 | ||||||||
| Loss before Incomes Taxes | (6,462 | ) | (64,892 | ) | (20,968 | ) | (62,320 | ) | ||||
| Benefit from income taxes | 2,411 | 2,599 | 2,379 | 2,593 | ||||||||
| Equity in loss of Day Three | — | — | — | (422 | ) | |||||||
| Consolidated net loss | (4,051 | ) | (62,293 | ) | (18,589 | ) | (60,149 | ) | ||||
| Ne tincome (loss) attributable to noncontrolling interests | 728 | (29,942 | ) | (163 | ) | (30,207 | ) | |||||
| Net loss attributable to Rafael Holdings, Inc. | $ | (4,779 | ) | $ | (32,351 | ) | $ | (18,426 | ) | $ | (29,942 | ) |
| Loss per share | ||||||||||||
| Basic and diluted | (0.19 | ) | (1.36 | ) | (0.73 | ) | (1.26 | ) | ||||
| Loss per basic common share | $ | (0.19 | ) | $ | (1.36 | ) | $ | (0.73 | ) | $ | (1.26 | ) |
| Weighted average shares in calculation | 25,238,501 | 23,777,493 | 23,131,655 | 23,687,781 |
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