M&A - JONAS HOWARD S

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-09

Corporate Action: Merger

Type: Update

Accession Number: 000121390025052707

Filing Summary: This document serves as Amendment No. 5 to Schedule 13D filed by Howard S. Jonas regarding his holdings in Rafael Holdings, Inc. It updates his beneficial ownership, primarily following a merger completed on March 25, 2025, between Rafael Holdings, Inc. and Cyclo Therapeutics, Inc. Notably, the merger involved Rafael issuing approximately 7,132,228 shares of Class B Common Stock. On June 5, 2025, per a Standby Purchase Agreement, Mr. Jonas and affiliates purchased 16,400,770 shares of Class B Common Stock, with Mr. Jonas claiming beneficial ownership over 13,080,457 of those shares. The rights offering provided stockholders a subscription right to purchase additional shares at $1.28 per share. Mr. Jonas now holds a total of 14,688,994 shares of Class B Common Stock, accounting for approximately 29.2% of outstanding shares and 50.9% of voting power, including shares held indirectly through trusts and partnerships. The Amendment also clarifies that Mr. Jonas has joint control over certain shares held by family trusts and The Jonas Foundation. No new transactions in these shares were made by Mr. Jonas within 60 days prior to this amendment.