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 4, 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<br><br> <br>which registered |
|---|---|---|
| Class B common stock, par value $0.1 per share | RFL | New York Stock Exchange |
| Warrant to Purchase Class B common stock | RFL-W | NYSE American |
Item 3.02. Unregistered Sales of EquitySecurities.
Under the terms of the previously announced backstop private placement pursuant to that certain Standby Purchase Agreement dated as of May 6, 2025 (the “Purchase Agreement”), between Rafael Holdings, Inc. (the “Company”) and Howard S. Jonas, the Company’s Chief Executive Officer, President, Executive Chairman and Chairman of the Board of the Directors of the Company (the “Standby Purchaser”), the Company will, within the next several business days, issue and sell to the Standby Purchaser and certain parties related to the Standby Purchaser and his family an aggregate of 16,400,770 shares of Class B common stock (the “Backstop Securities”) at a price of $1.28 per share (which is the same price at which other stockholders of the Company purchased shares from the Company in its recently completed Rights Offering (as defined below) for an aggregate purchase price of approximately $21 million (the “Backstop Purchase”). The Backstop Securities represent the shares of the Company’s Class B common stock that remain unsubscribed for by the stockholders of the Company as of the expiration of the subscription period of the Company’s Rights Offering.
The issuance and sale of the Backstop Securities to the Standby Purchaser and related parties will be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for a transaction by an issuer not involving any public offering. The Standby Purchaser will represent to the Company at issuance that all purchasers are “accredited investors” that are acquiring the Backstop Securities for investment only and not with a view to or for sale in connection with any distribution thereof.
The Company did not pay or give, directly or indirectly, any commission or other remuneration, including underwriting discounts and commissions, in connection with the issuance of the Backstop Securities.
Item 8.01 Other Events.
On June 4, 2025, the Company issued a press release announcing the final results of its previously announced $25.0 million rights offering (the “Rights Offering”). In connection with the Rights Offering, subscription rights were exercised for aggregate gross proceeds of $4,007,014, resulting in the issuance of an aggregate of 3,130,480 shares of the Company’s Class B common stock at an exercise price of $1.28 per share. The Company estimates the net proceeds of the Rights Offering and Backstop Purchase to be approximately $24.9 million. After the closing of the Rights Offering and Backstop Purchase, the Company will have approximately 50,879,164 shares of its Class B common stock outstanding.
The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Document |
| --- | --- |
| 99.1<br><br> <br>104 | Press Release, dated June 4, 2025.<br><br> <br>Cover Page Interactive Data File, formatted in Inline<br> 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/ David Polinsky |
| Name: David Polinsky | |
| Title: Chief Financial Officer |
Dated: June 4, 2025
EXHIBIT INDEX
| Exhibit No. | Document |
|---|---|
| 99.1<br><br> <br>104 | Press Release, dated June 4, 2025.<br><br> <br>Cover Page Interactive Data File, formatted in Inline<br> XBRL document. |
Exhibit 99.1
Rafael Holdings, Inc. Announces Final Resultsand Closing of Rights Offering
NEWARK, NJ– June 4, 2025 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL; NYSE American: RFL-WT) announced today the final results and closing of its $25.0 million rights offering (the “Rights Offering”). The subscription period of the Rights Offering expired at 5:00 P.M. Eastern Time, on May 29, 2025. The Rights Offering resulted in subscriptions for 3,130,480 shares of Class B common stock at an exercise price of $1.28 per share for aggregate gross proceeds of $4,007,014.40.The subscriptions do not reflect subscription rights held by Howard Jonas, Chief Executive Officer, President and Executive Chairman of the Company and Chairman of the Board of Directors of the Company, and his affiliates who held, prior to the rights offering, approximately 32% of the outstanding common stock of the Company. Due to Mr. Jonas’ previously disclosed commitment to backstop the Rights Offering through a private placement of shares in the event that the Rights Offering was not fully subscribed (the “Backstop Private Placement”), those holders did not exercise their subscription rights. Mr. Jonas and certain related parties are purchasing the unsubscribed shares for an aggregate amount of $20,992,985.60.
The shares of Class B common stock subscribed for by stockholders were issued to participating stockholders on June 4, 2025.
Mr. Jonas commented, “I want to thank all of the stockholders that participated in the Rights Offering. The proceeds from the Rights Offering will provide the Company additional capital for the regulatory approval efforts and potential launch of Trappsol^®^ Cyclo™ in the event of a positive interim result from the 48-week interim analysis of the TransportNPC™ Phase 3 clinical trial in Niemann-Pick Disease Type C1 (“NPC1”).]
The Backstop Private Placement is expected to be completed within the next several business days.
The net proceeds to be received by the Company in the Rights Offering and the Backstop Private Placement are expected to be approximately $24.9 million after deduction of certain expenses incurred by the Company in connection with the Rights Offering.
Following the completion of the Rights Offering and the Backstop Private Placement, the Company expects to have approximately 50,879,164 shares of its Class B common stock and 787,163 shares of its Class A common stock (which are convertible into Class B common stock on a one for one basis) outstanding.
A registration statement on Form S-3 (File No. 333-286622) relating to the Rights Offering was filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). The Rights Offering was made only by means of a prospectus, copies of which can be accessed through the SEC’s website at www.sec.gov. Additional information regarding the Rights Offering is set forth in the prospectus filed with the SEC.
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.
Investor Contact:
Rafael Holdings, Inc.
Barbara Ryan
Barbara.ryan@rafaelholdings.com
(203) 274-2825