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 Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2025
RAFAEL
HOLDINGS, INC.
(Exactname of registrant as specified in its charter)
| Delaware | 1-38411 | 82-2296593 |
|---|---|---|
| (Stateor other jurisdictionof Incorporation) | (Commission File Number) | (IRSEmployerIdentification 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
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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 $0.01 per share | RFL | New York Stock Exchange | |
| Warrant to Purchase Class B common stock | RFL-WT | NYSE American |
Item 5.02 Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 4, 2025, John Goldberg resigned as the Chief Medical Officer of Rafael Holdings, Inc. (the “Company”), effective July 31, 2025.
(c) On August 4, 2025, Joshua Fine was elected as the Company’s Chief Operating Officer.
Joshua Fine, age 43, has served as Chief Financial Officer of Cyclo Therapeutics, LLC (formerly Cyclo Therapeutics, Inc., which since March 2025 has been a wholly owned subsidiary of the Company), since June 2019. Mr. Fine previously served as Vice President of Finance and Operations of Icagen, Inc. from 2017 until it was wound down in November 2020 after the successful sale of its assets, and Vice President/Director, Healthcare Capital Markets of Scarsdale Equities, LLC from 2011 to 2017. Joshua Fine received his Bachelor of Arts in Political Science from Hartwick College.
Joshua Fine is the son of N. Scott Fine who serves as an ex-officio director of the Company and Vice Chairman of the Company’s Board of Directors.
In connection with Joshua Fine’s election as the Company Chief Operating Officer, he and the Company entered into a Novation and Amendment (the “Amendment”) to the Amended and Restated Executive Employment Agreement between Joshua Fine and Cyclo Therapeutics, Inc. (which amended and restated employment agreement was previously filed as an exhibit to Amendment No. 4 to the Company’s Registration Statement on S-4 filed with the Securities and Exchange Commission (“SEC”) on February 11, 2025) pursuant to which Mr. Fine’s base salary will be increased to $428,000 per annum and Mr. Fine will be granted options to purchase shares of the Company’s Class B common stock, with a value of the options of $25,000 on the date of grant.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
(d) As previously disclosed on Form 8-K filed with the SEC on July 18, 2025, in connection with N. Scott Fine’s election as an ex-officio director and vice chairman of the Board of Directors of the Company, on August 4, 2025, Scott Fine entered into a General Release Agreement that provides for among other things: (i) a severance payment of $852,168 which shall be paid by the Company in thirty-six semi-monthly installments and (ii) continued vesting of all his outstanding and unvested equity in the Company and Cyclo as long as he continues to be a service provider to the Company.
The foregoing summary of the General Release Agreement does not purport to be complete and is qualified in its entirety by reference to the General Release Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
(e) In connection with Dr. Goldberg’s departure, the Company entered into a general release agreement pursuant to which Dr. Goldberg will receive severance in the amount of $218,195 and, in lieu of any entitlement for a performance bonus for the Company’s fiscal year 2025, within twenty (20) days following the date of entry into the contemplated general release, the Company will issue to Dr. Goldberg 99,429 shares of Company’s Class B common stock, such shares to vest on November 4, 2025. Dr. Goldberg also entered into a consulting agreement with the Company providing for annual fees of $100,000 and the accelerated vesting, one day following the effective date of the consulting agreement, of all stock options and restricted stock in the Company previously granted to Dr. Goldberg.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document |
|---|---|
| 10.1 | Novation and Amendment to the Amended and Restated Executive Employment Agreement between Joshua Fine and Cyclo Therapeutics, Inc., dated August 6, 2025. |
| 10.2 | General Release Agreement, dated August 4, 2025, between the Company and N. Scott Fine. |
| 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: August 7, 2025
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EXHIBIT
INDEX
| Exhibit No. | Document |
|---|---|
| 10.1 | The Novation and Amendment to the Amended and Restated Executive Employment Agreement between Mr. Joshua Fine and Cyclo Therapeutics, Inc., dated August 6, 2025. |
| 10.2 | General Release Agreement, dated August 4, 2025, between the Company and N. Scott Fine. |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
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Exhibit 10.1
NOVATION AND AMENDMENT TO AMENDED & RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT
This Novation and Amendment (the “Novation”), dated as of August 6, 2025, is entered into by and between Cyclo Therapeutics LLC (f/k/a Cyclo Therapeutics Inc.) (“Cyclo”), Rafael Holdings, Inc. (“RFL”), and Joshua Fine (the “Executive”) (individually, each a “Party” and collectively, the “Parties”).
WHEREAS, the Executive is currently employed as Cyclo’s Chief Financial Officer pursuant to the terms of that certain Amended & Restated Executive Employment Agreement made as of January 30, 2025, a copy of which is attached hereto as Exhibit A (the “Agreement”):
WHEREAS, the Parties desire to substitute RFL for Cyclo with respect to the Agreement, as well as to make certain other amendments and add additional terms to the Agreement as expressly set forth below; and
WHEREAS, except as provided herein, the Agreement shall remain in full force and effect without amendment or modification.
NOW, THEREFORE, in consideration of the promises and the respective covenants and agreements of the Parties herein contained, and intending to be legally bound hereby, the Parties hereto agree as follows:
All capitalized but undefined terms used herein shall have the meaning assigned to them in the Agreement.
The Parties hereto agree that as of August 4, 2025 (the “Effective Date”), with respect to the Agreement, RFL shall be substituted for Cyclo. As such, RFL shall acquire all of the rights and obligations of Cyclo as set forth in the Agreement and Cyclo shall be relieved from all of its obligations and liabilities as set forth in the Agreement.
In accordance with this Novation, as of the Effective Date, the Executive will cease to be the Chief Financial Officer of Cyclo and instead will serve as the Chief Operating Officer of RFL.
From and after the Effective Date, Executive’s Annual Base Salary shall be Four Hundred Twenty-Eight Thousand Dollars ($428,000).
Within 30 days following the Effective Date, RFL will grant Executive options (the “Options”) to purchase a number of shares of RFL’s Class B common stock with a grant date Black-Scholes value of $25,000. The Option will have a 10-year term and an exercise price per share equal to the NYSE closing price of the Class B common stock on the NYSE trading day immediately prior to the date of grant. The grant shall be made pursuant to, and subject to the terms of, RFL’s 2021 Equity Incentive Plan and a grant agreement in the form approved by RFL’s Board of Directors. Subject to Executive’s continued employment through the applicable vesting date, the Options shall vest as to 50% of the shares that are subject to the Options on the 12-month anniversary and 50% of the shares that are subject to the Options on the 24-month anniversary of the date of grant. Any tax liability in connection with the Options shall be borne solely by Executive.
The Executive acknowledges and agrees that the meaning of, and Executive’s obligations to, the “Company” under the Assignment of Inventions, Non-Disclosure and Non-Competition Agreement attached as Exhibit B to the Agreement (“NDA”) shall be interpreted and construed as meaning both Cyclo and RFL (individually and/or collectively, as applicable under the circumstances) and that RFL shall be entitled to enforce the obligations, covenants, and promises of the NDA as a party thereto.
References in the Agreement to the “Parent” shall continue to mean RFL.
For the avoidance of doubt, it is clarified and agreed by the Parties that this Novation does not constitute, and shall not be construed or interpreted as, a termination of the Executive by the Company or Good Reason for the Executive’s resignation under the Agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment as set forth below.
| CYCLO THERAPEUTICS LLC | |
|---|---|
| By: | /s/ David Polinsky |
| Title: | Authorized Representative |
| Dated: | August 6, 2025 |
| RAFAEL HOLDINGS, INC. | |
| --- | --- |
| By: | /s/ David Polinsky |
| Title: | Authorize Representative |
| Dated: | August 6, 2025 |
| JOSHUA FINE | |
| --- | --- |
| /s/ Joshua Fine | |
| Dated: | August 6, 2025 |
Exhibit 10.2
GENERAL RELEASE AGREEMENT
This General Release Agreement (the “Agreement”) is entered into by and between Cyclo Therapeutics LLC (f/k/a Cyclo Therapeutics Inc.) (the “Company”) and Rafael Holdings, Inc. (“RFL”), on the one hand, and N. Scott Fine (“Employee”), on the other hand, and the parties agree to the terms and conditions set forth below:
Employee resigned from his employment with the Company effective as of the close of business on July 31, 2025 (the “Separation Date”). Following the Separation Date, Employee shall not be eligible to participate in, or be covered by, any employee benefit plan or program offered by or through the Company, unless otherwise required by law or contract. Regardless of whether Employee signs this Agreement, Employee will be provided notice of Employee’s rights to continue Employee’s participation in the Company’s group medical plan pursuant to the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act, or comparable state law, as applicable (“COBRA”).
Obligations of the Company.
a. The Company shall pay to Employee the total gross amount of Eight Hundred Fifty-Two Thousand One Hundred Sixty-Eight Dollars ($852,168) (the “Separation Pay”), which will be paid to Employee semi-monthly in thirty-six (36) equal installments of $23,671.34 (less applicable taxes and withholdings) in accordance with the Company’s regular semi-monthly payroll schedule beginning no later than the second payroll date following the Effective Date of this Agreement (as defined in Section 6.f. below). The payments shall be made to Employee either by check or via direct deposit to the account to which Employee’s last payroll payment was made unless Employee designates another account in writing; and
b. Subject to Employee’s timely election of continuation coverage under COBRA and the eligibility requirements and other terms and conditions of such insurance coverage, the Company shall, upon submission by Employee to the Company of appropriate documentation substantiating payment by Employee to the Company’s COBRA vendor of the applicable COBRA coverage premium, reimburse Employee for the portion of the premium costs for such coverage during the COBRA Reimbursement Period (as defined below) that the Company would pay if Employee remained employed by the Company, at the same level of coverage that was in effect as of the Separation Date (“COBRA Reimbursement”). Documentation substantiating payment to the COBRA vendor shall be submitted by Employee to the Company within thirty (30) days of such payment and the Company shall make reimbursement to Employee within thirty (30) days of receipt of such documentation. The “COBRA Reimbursement Period” shall begin on August 1, 2025 and end upon the earliest of: (A) January 31, 2027; (B) the date Employee is no longer eligible to receive COBRA coverage; and (C) the date on which Employee otherwise becomes eligible to receive medical insurance coverage from another employer. Employee agrees to notify the Company within five (5) calendar days of becoming eligible to receive medical insurance coverage from another employer. Employee agrees that if Employee does not timely elect COBRA coverage with the Company’s COBRA vendor or does not timely submit COBRA premium payments to the COBRA vendor on an ongoing monthly basis, Employee will have voluntarily waived Employee’s entitlement to receive COBRA Reimbursement hereunder. Following the expiration of the COBRA Reimbursement Period, Employee may elect to continue COBRA coverage for the remainder of the COBRA eligibility period as defined by law, if any, at Employee’s own expense. In no event will the Company be obligated to pay any portion of Employee’s COBRA coverage premiums for a period beyond the COBRA Reimbursement Period.
Employee acknowledges and agrees that the foregoing constitutes good and sufficient consideration for this Agreement, including the release contained herein.
c. Effective August 1, 2025, Employee shall be named Vice-Chairman of Rafael Holdings, Inc.
d. Employee’s outstanding and unvested equity awards shall continue to vest, in accordance with the terms of the Rafael Holdings, Inc. 2021 Equity Incentive Plan and Cyclo Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan through the last day of Employee’s service as Vice-Chairman of Rafael Holdings, Inc.
- Obligations of Employee.
a. Employee, on behalf of Employee, Employee’s heirs, executors, administrators, successors, and assigns and all persons who may have a cause of action through Employee (collectively, “Releasors”), to the maximum extent permitted by law, completely and forever releases the Company and its past, present, and future direct and indirect parent companies (including without limitation Rafael Holdings, Inc.), controlling or majority stockholders, partners, divisions, subsidiaries, affiliates, trustees, corporations under common control or ownership, business partners, and each of their current and former officers, directors, shareholders, members, attorneys, agents, and employees, and each of their predecessors, successors, and assigns, and all related persons, individually and in their official capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively, “Releasees”), from any and all claims, demands, actions, or liabilities, known or unknown, arising out of or related to, Employee’s seeking employment with, employment by, separation from, or other association with the Company including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act (“ADEA”), as amended, and the Older Workers Benefit Protection Act; the Civil Rights Act of 1991; 42 U.S.C. § 1981; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act; the Americans with Disabilities Act of 1990, as amended; the Rehabilitation Act of 1973; the Equal Pay Act; the Occupational Safety and Health Act; the Consolidated Omnibus Budget Reconciliation Act; the Genetic Information Non-Discrimination Act of 2008; the Pregnancy Discrimination Act of 1978; the Immigration Reform and Control Act; the Workers Adjustment and Retraining Notification Act; the Fair Credit Reporting Act; the Florida Civil Rights Act; Fla. Stat. § 440.205, the Florida Minimum Wage Act; Florida Wage Discrimination Law – Fla. Stat. § 448.07; Florida Equal Pay Laws – Fla. Stat. § 725.07 and Fla. Stat. Ann. § 448.07; Fla. Stat. § 760.50; the Florida Private Sector Whistleblower Act – Fla. Stat. § 448.101 et seq.; any other applicable laws, statutes, ordinances, rules, and regulations (including without limitation any Florida laws, statutes, ordinances, rules, and regulations); and all laws that govern discrimination, including without limitation discrimination based on religion, color, race, sex, pregnancy, sexual harassment, national origin, marital status, genetic information, age, retaliation, handicap, and/or disability, all as amended; and any other statutory, common law, or public policy claim, including without limitation any tort claim (including without limitation any claim for misrepresentation or fraud, assault, battery, intentional infliction of emotional distress, tortious interference with employment, defamation, invasion of privacy, negligence, or negligent hiring, retention, or supervision), any contract claim (including without limitation any claim under the Amended & Restated Executive Employment Agreement between the parties made as of January 30, 2025), and any employment law claim (including without limitation any claim concerning recruitment, hiring, termination, retaliation, severance pay, stock options, whistleblowing, compensation, sick leave, holiday pay, vacation pay, fringe benefits, discrimination, or harassment); whether federal, state, or local; whether in law or in equity; whether of any type whatsoever, arising from the beginning of the world to the date of Employee’s execution of this Agreement. Employee expressly intends this release to reach to the maximum extent permitted by law. The above list of statutes is meant to be illustrative, not exhaustive. However, nothing in this Agreement shall be construed to prevent Employee from (i) enforcing Employee’s rights under this Agreement, (ii) filing a claim to collect benefits under applicable state unemployment compensation or workers’ compensation laws, (iii) asserting claims for Employee’s accrued but unpaid base salary for the final payroll period of Employee’s employment at the Company in the event that Employee executes this Agreement prior to the payroll payment date for such payroll period, (iv) asserting claims for Employee’s accrued, vested benefits under any employee benefit plans in accordance with the terms of such plans and applicable law, (v) asserting claims to indemnification or insurance coverage Employee might have as a result of or in connection with Employee’s service as an employee, officer or director of the Company or any of its affiliates, or (vi) asserting any rights that cannot be waived under applicable law. If any claim is not subject to release, to the extent permitted by law, Releasors waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective, or multi-party action or proceeding based on such a claim in which Releasees are a party.
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b. Employee agrees and acknowledges that the consideration provided for in this Agreement exceeds any payments, benefit, or thing of value to which Employee might otherwise be entitled to from the Company under any contract, policy, plan, procedure or otherwise.
c. Employee agrees, to the maximum extent permitted by law, not to disclose any information regarding the underlying facts leading up to or the existence or substance of this Agreement, except to Employee’s spouse/significant other, tax advisors/accountants, and/or attorneys. Employee acknowledges that Employee understands that responding to legal process, required governmental testimony or filings, or administrative or arbitration proceedings (including without limitation depositions in connection with such proceedings) or making disclosures or communications that cannot be prohibited pursuant to applicable federal, state, or local law will not violate the obligations of this paragraph.
d. Employee acknowledges that Employee understands that notwithstanding the foregoing, nothing in this Agreement precludes Employee from filing a charge with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or any comparable federal, state, or local governmental agency or testifying, assisting, or participating in any investigation, hearing, or proceeding conducted by such agency or from engaging in activity protected by the National Labor Relations Act. However, to the maximum extent permitted by law, Employee, for Employee and the Releasors, waives any right to monetary or other recovery should any claim be pursued by any person, organization, or other entity against Releasees on their behalf arising out of or related to Employee’s employment or separation of employment from the Company.
Notwithstanding the foregoing, Employee further acknowledges that Employee understands that nothing in this Agreement limits Employee’s ability to communicate with the Securities Exchange Commission or otherwise participate in any investigation or proceeding that may be conducted by the Securities Exchange Commission, including providing documents or other information, without notice to the Company, nor limits Employee’s right to receive an award for information provided to the Securities Exchange Commission.
e. Employee agrees to furnish such information and assistance to the Company as may be reasonably requested by the Company in connection with any issues or matters of which Employee had knowledge during Employee’s employment with the Company. Employee further agrees that Employee will assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, regulatory, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, investigations, or proceedings relate to services performed or required to be performed by Employee, pertinent knowledge possessed by Employee, or any act or omission by Employee. Employee further agrees to perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this paragraph.
f. Employee warrants that neither Employee, nor anyone acting on Employee’s behalf, has filed any civil action, suit, or arbitration in court or in an arbitral forum against any of the Releasees. Employee warrants that Employee has not made any claim or allegations to the Company related to discrimination, retaliation, or harassment. Employee acknowledges that Employee has received all wages, bonuses, and compensation to which Employee was entitled by virtue of Employee’s former employment with the Company, as well as any and all paid time off, leave, or other benefits to which Employee may have been entitled by virtue of Employee’s former employment with the Company. Employee affirms Employee has no known workplace injuries or occupational diseases. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company, including any allegations of corporate fraud.
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g. Employee represents and warrants that as of the Company’s receipt of this Agreement fully executed by Employee, Employee has returned to the Company all property belonging to the Company and that Employee does not have in Employee’s possession, and has not failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to the Company or its parents, subsidiaries, affiliates, successors, or assigns.
h. Any claim or counterclaim by the Company to enforce this Agreement shall not be deemed retaliatory.
- No Admission of Liability.
The parties acknowledge that this Agreement is not an admission of liability or wrongdoing by anyone and all parties deny any wrongdoing or violation of law.
- Consultation with an Attorney.
Employee expressly acknowledges that Employee has been advised to consult with an attorney before signing this Agreement.
- General Terms.
a. The parties affirm that the terms stated in this Agreement are the only consideration for them to sign this Agreement, and no other promise or agreement of any kind has been made to or with them by any person or entity whomsoever to cause them to execute this Agreement, and that they fully understand the meaning and intent of this Agreement, including but not limited to its final and binding effect. Employee acknowledges that Employee has been advised of Employee’s right to consult with an attorney before signing this Agreement. Except for the confidentiality, assignment, non-competition, non-disparagement and/or non-solicitation provisions of the Executive Employment Agreement between the parties dated February 28, 2022 and of the Assignment of Inventions, Non-Disclosure, and Non-Competition Agreement between the Parties effective January 30, 2025 that are, by their terms, intended to survive termination of employment, which shall remain in full force and effect, this Agreement contains the entire agreement between the parties and replaces any and all prior contracts, agreements, or understandings between the parties arising out of or relating to the employment of Employee and the separation of Employee’s employment. This Agreement may only be changed in a writing signed by both the Company and Employee.
b. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of New Jersey, without regard to New Jersey’s conflict of laws principles, and the exclusive venue for any action to enforce or construe the Agreement shall be in federal or state court in Essex County, New Jersey. It is agreed that each party irrevocably consents to the exercise of personal jurisdiction over such party by such courts, agrees that venue shall be proper in such courts, and irrevocably waives and releases any and all defenses based on lack of personal jurisdiction, improper venue or forum non conveniens.
c. If one or more provisions of this Agreement is held to be unenforceable, the remaining provisions nonetheless shall be enforced to the maximum extent possible. Further, if any release or covenant set forth in Section 3 of this Agreement is held to be unenforceable, Employee agrees to execute a release or covenant of comparable scope that is legal and enforceable.
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d. This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors, and assigns.
e. This Agreement may be executed in counterparts, and if so executed each such counterpart shall have the force and effect of an original. The parties represent and warrant that they are authorized and entitled to sign this Agreement and that no other person or entity has any interest in the matters released in this Agreement and that the parties own and have not sold, pledged, assigned or transferred to any person or entity all or any portion of the matters or claims released in this Agreement and that the parties will indemnify and hold harmless each other from any such claim that may be asserted against the other by any other person or entity. The person signing this agreement on behalf of the Company is authorized to do so.
f. FOREMPLOYEE TO RECEIVE THE PROMISES AND BENEFITS UNDER THIS AGREEMENT, EMPLOYEE MUST ACCEPT THIS AGREEMENT BY SIGNING THIS AGREEMENT ANDDELIVERING THE SIGNED AGREEMENT TO THE COMPANY VIA EMAIL TO DAVID POLINSKY AT DAVID.POLINSKY@RAFAELHOLDINGS.COM AFTER JULY 31, 2025 ANDON OR BEFORE AUGUST 26, 2025 (AND NOT THEREAFTER REVOKE EMPLOYEE’S ACCEPTANCE). EMPLOYEE HEREBY ACKNOWLEDGES THAT EMPLOYEE HAS BEENGIVEN AT LEAST TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE UNDERSTANDS THAT EMPLOYEEMAY VOLUNTARILY WAIVE SOME OR ALL OF THE TWENTY-ONE (21) DAY PERIOD. EMPLOYEE FURTHER ACKNOWLEDGES THAT, IN THE EVENT THAT EMPLOYEEEXECUTES AND RETURNS THIS AGREEMENT PRIOR TO THE END OF THE TWENTY-ONE (21) DAY PERIOD, EMPLOYEE’S DECISION TO DO SO WILL NOT HAVEBEEN INDUCED BY A THREAT TO WITHDRAW OR ALTER THE OFFER PRIOR TO THE EXPIRATION OF THE TWENTY-ONE (21) DAY PERIOD. EMPLOYEE ACKNOWLEDGESTHAT EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE’SSIGNING THIS AGREEMENT IS COMPLETELY KNOWING AND VOLUNTARY.
EMPLOYEE MAY REVOKE THISAGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS THIS AGREEMENT BY DELIVERING A WRITTEN STATEMENT OFREVOCATION WITHIN THAT SEVEN (7) DAY PERIOD TO THE COMPANY VIA EMAIL TO DAVID.POLINSKY@RAFAELHOLDINGS.COM. THIS AGREEMENT SHALL NOT BEEFFECTIVE UNTIL THE EIGHTH (8TH) DAY FOLLOWING EMPLOYEE’S EXECUTION THEREOF (THE “EFFECTIVE DATE”).
IN THE EVENT THIS AGREEMENTIS DATED BY EMPLOYEE A DATE BEFORE AUGUST 1, 2025, IT IS DATED BY EMPLOYEE OR RECEIVED BY THE COMPANY A DATE AFTER AUGUST 26, 2025, OREMPLOYEE REVOKES THIS AGREEMENT ON OR BEFORE THE EXPIRATION OF THE SEVEN (7) DAY REVOCATION PERIOD, THE COMPANY SHALL NOT BE OBLIGATEDTO PROVIDE ANY OF THE CONSIDERATION SET FORTH IN THIS AGREEMENT AND THIS AGREEMENT SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT.
EMPLOYEE ACKNOWLEDGES THATEMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT.
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The parties knowingly and voluntarily sign this Agreement as of the date(s) set forth below:
| CYCLO THERAPEUTICS LLC | ||
|---|---|---|
| By: | /s/ David Polinsky | |
| By: | /s/ N. Scott Fine | Print<br>Name: David Polinsky |
| --- | --- | --- |
| N. Scott Fine | Print Title: Manager | |
| Date: | August 4, 2025 | Date: August 4, 2025 |
| RAFAEL HOLDINGS, INC. | ||
| --- | --- | |
| (AS TO SECTIONS 2(C) AND (D) ONLY) | ||
| By: | /s/ David Polinksy | |
| Print Name: David Polinksy | ||
| Print Title: CFO | ||
| Date: August 4, 2025 |
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