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 22, 2022
RAFAEL
HOLDINGS, INC.
(Exactname of registrant as specified in its 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
(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,<br> par value $0.1 per share | RFL | New<br> York Stock Exchange |
Item 2.01****Completion of Acquisition or Disposition of Assets.
On August 22, 2022, Broad Atlantic Associate LLC (the “Seller”), a wholly owned subsidiary of Rafael Holdings, Inc. (the “Company”), completed the sale of the building owned by the Seller located at 520 Broad Street in Newark, New Jersey and an associated 800-car public garage (the “Property”) to 520 Broad Holdings LLC, 26 Lombardy Holdings LLC and 1073 McCarter Holdings LLC for a purchase price of $49.4 million. The Property serves as the Company’s headquarters and has several other tenants.
The Property was encumbered by a mortgage securing a $15 million loan which was paid off in this transaction. After repaying the loan, and paying commissions, taxes, and other related costs, the Company received a net amount of approximately $33 million at closing.
A copy of the August 23, 2022, press release relating to the above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item9.01. Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than August 26, 2022.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Document |
| --- | --- |
| 99.1 | Press Release, dated August 23, 2022. |
| 104 | Cover<br> 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/ William<br> Conkling | |
| Name: | William Conkling | |
| Title: | Chief Executive Officer |
Dated: August 23, 2022
2
EXHIBIT
INDEX
| Exhibit No. | Document |
|---|---|
| 99.1 | Press Release, dated August 23, 2022. |
| 104 | Cover<br> Page Interactive Data File, formatted in Inline XBRL document. |
3
Exhibit99.1
RafaelHoldings Sells its Building Located at 520 Broad Street in Newark, New Jersey and Associated 800-Car Public Garage
NEWARK,NJ –August 23, 2022 (GLOBE NEWSWIRE) - Rafael Holdings, Inc., (NYSE: RFL), an early-stage novel cancer and immune metabolism therapeutics company, today announced that it has closed on the sale of the building housing its headquarters to affiliates of The Sinai Equity Group. The building located at 520 Broad Street in Newark, New Jersey and an associated 800-car public garage sold for a total purchase price of $49.4 million. Rafael Holdings expects net proceeds of approximately $33 million after paying down the $15 million mortgage and the payment of commissions, legal fees, taxes, and other costs. The company previously reported cash, cash equivalents and marketable securities of $59.4 million as of April 30, 2022, which does not include the $6M raised through the sale of common stock to an entity associated with members of the family of Howard Jonas, the Chairman of the Board, on July 7, 2022 or the proceeds from the sale of the building.
“We are pleased to have completed the sale of our real estate assets in Newark, New Jersey, a key milestone which further strengthens our balance sheet,” said Bill Conkling, CEO of Rafael Holdings. “We are well funded to advance our promising early-stage pipeline of novel agents and to pursue opportunities to expand our portfolio.”
AboutRafael Holdings, Inc.
Rafael Holdings is focused on the discovery of novel cancer and immune metabolism therapeutics. The Company owns the Barer Institute, Inc. and has a significant investment in two clinical stage oncology companies, Cornerstone Pharmaceuticals (formerly Rafael Pharmaceuticals) and LipoMedix Pharmaceuticals. For more information, visit www.rafaelholdings.com.
ForwardLooking 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, the following: the impact of public health threats, including COVID-19, on our business and operations; clinical trials of product candidates may not be successful; our pharmaceutical companies may not be able to develop any medicines of commercial value; our pharmaceutical companies may not be successful in their efforts to identify or discover potential product candidates; the manufacturing and manufacturing development of our products and product candidates present technological, logistical and regulatory risks, each of which may adversely affect our potential revenue; potential unforeseen events during clinical trials could cause delays or other adverse consequences; risks relating to the regulatory approval process; interim, topline and preliminary data may change as more patient data become available, and are subject to audit and verification procedures that could result in material changes in the final data; our product candidates may cause serious adverse side effects; ongoing regulatory obligations; effects of significant competition; unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives; product liability lawsuits; failure to attract, retain and motivate qualified personnel; the possibility of system failures or security breaches; risks relating to intellectual property and significant costs as a result of operating as a public company. These and other important factors discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended July 31, 2021, and our other filings with the SEC 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