M&A - Cyclo Therapeutics, Inc.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000143774925008971

Filing Summary: On March 20, 2025, Cyclo Therapeutics, Inc. held a special meeting of its stockholders to consider proposals related to a merger agreement with Rafael Holdings, Inc. The merger involves two stages: First, Tandem Therapeutics, Inc., a subsidiary of Rafael, will merge with Cyclo Therapeutics, making the latter a wholly owned subsidiary of Rafael. Subsequently, Cyclo Therapeutics will merge into another subsidiary of Rafael, with the second subsidiary as the surviving entity. The special meeting had a quorum with stockholders representing 57.6% of the outstanding shares present, and the merger proposal was approved with 18,548,536 votes in favor. The meeting also addressed the adjournment, which was rendered moot as the merger proposal passed. The merger is anticipated to close on March 25, 2025.

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Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000143774925006408

Filing Summary: On March 6, 2025, Cyclo Therapeutics, Inc. entered into a Ninth Amended and Restated Note Purchase Agreement with Rafael Holdings, Inc. The Company issued a convertible promissory note amounting to $2,500,000. This new agreement amends and restates a prior note purchase agreement that involved a note of $2,000,000 issued on February 4, 2025. The document details a series of prior agreements that date back to June 2024. The note matures on March 31, 2025, with 5% annual interest, and is convertible into shares of the Company's common stock under specific conditions. The proceeds will be used for working capital and corporate purposes. Rafael Holdings holds approximately 39.5% of the Common Stock and is involved in a planned merger with Cyclo Therapeutics, which is subject to conditions and stockholder approvals. The agreement and associated exhibits are filed within this report.

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Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Merger

Type: Update

Accession Number: 000143774925002723

Filing Summary: On February 4, 2025, Cyclo Therapeutics, Inc. entered into an Amendment No. 2 to Agreement and Plan of Merger, extending the merger agreement end date from February 15, 2025 to March 31, 2025. The merger involves Cyclo Therapeutics merging with Tandem Therapeutics, Inc. and Tandem Therapeutics, LLC, which are wholly-owned subsidiaries of Rafael Holdings, Inc. Rafael holds approximately 39.5% of Cyclo's outstanding common stock. The Merger Agreement is contingent on the SEC declaring the registration statement effective. Additionally, the Company entered into an Eighth Amended and Restated Note Purchase Agreement with Rafael for a $2,000,000 convertible promissory note, amending previous agreements going back to June 2024. The note matures on March 31, 2025 and has a 5% interest rate with terms for conversion into common stock. Rafael also holds prior convertible promissory notes that were extended to mature on the same date.

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Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000143774925000188

Filing Summary: On January 3, 2025, Cyclo Therapeutics, Inc. entered into a Seventh Amended and Restated Note Purchase Agreement with Rafael Holdings, Inc., resulting in the issuance of a convertible promissory note in the principal amount of $3,000,000. This agreement amends the prior note agreements, reflecting a history of financing from Rafael, who holds approximately 39.5% of Cyclo's common stock. The note, which matures on February 15, 2025, has a 5% annual interest rate and can be converted into shares of common stock under certain conditions, including an upcoming merger. The merger with Rafael is contingent on approval from shareholders and satisfaction of several conditions as outlined in the associated Merger Agreement.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000143774924038293

Filing Summary: Cyclo Therapeutics, Inc. filed an 8-K report detailing an amendment to the Agreement and Plan of Merger with Rafael Holdings, Inc. The Merger Agreement involves two phases: First, Tandem Therapeutics, Inc. will merge with Cyclo Therapeutics, making it the surviving entity, followed by Cyclo Therapeutics merging into Tandem Therapeutics, LLC, resulting in Tandem Therapeutics, LLC as the final surviving entity. The Merger is contingent upon satisfaction of specific conditions and approval from both companies' stockholders. In addition, the report highlights an amendment that extends the Merger Agreement End Date from December 31, 2024, to February 15, 2025. Furthermore, on December 23, 2024, Rafael notified the Company of its decision to convert $2,500,000 of the outstanding balance of the August Promissory Note into approximately 3,968,254 shares of Cyclo's common stock at a conversion price of $0.63, giving Rafael about 39.5% ownership of the Company's common stock. This document also references previous filings and agreements related to the merger and convertible notes.

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