M&A - Rafael Holdings, Inc.

Form Type: 10-Q

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025023799

Filing Summary: Rafael Holdings, Inc. has filed a quarterly report for the period ending January 31, 2025. The company is set to undergo a merger with Cyclo Therapeutics, Inc., focusing its resources on the development of Trappsol® Cyclo™, which is undergoing clinical trials for Niemann-Pick Disease Type C. The company holds a significant equity interest in various pharmaceutical companies. Rafael Holdings reported a net loss of $5,327,000 for the quarter, attributed to operational costs, including a loss on impairment of goodwill amounting to $3,050,000. This reflects a shift in financial strategy as the company aims to consolidate and refocus its investments. The filing reveals details of its financial position, including a decrease in total assets and equity compared to prior periods. As of the date of this report, the company continues efforts to explore strategic opportunities, particularly with their clinical stage investments, and to capitalize on their merger plans with Cyclo Therapeutics. The report indicates significant investments in research and development while addressing legal proceedings and risks associated with the merger.

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Form Type: S-4/A

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025013280

Filing Summary: This document is Amendment No. 5 to Form S-4 Registration Statement of Rafael Holdings, Inc., as filed with the SEC on February 13, 2025. The amendment addresses the offer and sale of securities in connection with a merger involving Rafael Holdings, Inc. and Cyclo Therapeutics, Inc. The document includes updates regarding the opinion of legal counsel, consents from accountants, and references various agreements and amendments related to the merger. It consolidates prior filings and indicates that the proposed sale of securities will occur as soon as practicable post-merger completion. The filing does not include significant changes in the previously filed prospectus and related materials, confirming the ongoing merger process with Cyclo Therapeutics.

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Form Type: S-4/A

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000121390025012040

Filing Summary: Rafael Holdings, Inc. filed an amended registration statement on Form S-4/A related to its merger with Cyclo Therapeutics, Inc. The merger, initially announced on August 21, 2024, involves Rafael merging with its wholly owned subsidiaries, Tandem Therapeutics, Inc. and Tandem Therapeutics, LLC, to form a new entity. Upon completion, Cyclo will become a wholly owned subsidiary of Rafael. Cyclo's shareholders will receive shares of Rafael’s Class B common stock based on an Exchange Ratio set in the Merger Agreement, which currently estimates each share of Cyclo stock valued at $0.95, a significant discount from its trading price prior to the agreement. The document outlines that stockholder meetings for both Rafael and Cyclo will take place on March 20, 2025, where stockholders will vote on proposals regarding the merger. Howard Jonas, Rafael’s controlling stockholder, has agreed to vote in favor of the merger. The closing of the merger is subject to meeting specific conditions outlined in the Merger Agreement.

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Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025011774

Filing Summary: On February 4, 2025, Rafael Holdings, Inc. filed an 8-K to announce an amendment to a Merger Agreement originally made on August 21, 2024. This agreement involves a merger with Cyclo Therapeutics, Inc. and its subsidiaries, with the first merger merging First Merger Sub into Cyclo and then Cyclo merging into Second Merger Sub. The Company holds approximately 39.5% of Cyclo's common stock. The agreement's effectiveness is contingent on conditions including stockholder approvals. The Merger Agreement End Date has been extended from February 15, 2025 to March 31, 2025, allowing further time for the SEC to declare the registration statement effective. Relevant documents regarding the merger have been submitted as part of the filing.

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Form Type: S-4/A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025002460

Filing Summary: Rafael Holdings, Inc. is filing an amendment to its registration statement for the proposed merger with Cyclo Therapeutics, Inc. Under this merger, Rafael will acquire Cyclo through a multi-step transaction involving two mergers, where Cyclo will become a wholly-owned subsidiary of Rafael. The merger is structured so that each share of Cyclo's common stock will be exchanged for Rafael Class B common stock based on an Exchange Ratio, which depends on Rafael's financial metrics at the time of closing. The Exchange Ratio was estimated at 0.3567 shares of Rafael Class B common stock for each share of Cyclo common stock, reflecting a significant discount compared to Cyclo's trading price prior to the merger agreement. The document outlines the need for stockholder approval from both companies and details the ongoing requirements for completion of the merger. Special meetings for stockholders of both Rafael and Cyclo will be held to vote on the proposed merger and related matters. There are provisions for compensatory options and warrants to be adjusted in the event of the merger completion. This document serves as a joint proxy statement and prospectus for the merger.

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Form Type: 10-K/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025001971

Filing Summary: Rafael Holdings, Inc. filed Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended July 31, 2024, to revise a risk factor in Item 1A and include new certifications by the Principal Executive Officer and Principal Financial Officer. This amendment aims to update information related to the pending merger with Cyclo Therapeutics, particularly noting the uncertainty surrounding the Exchange Ratio to be determined as part of the merger process. The filing discusses the company's financial condition, emphasizing the limited resources available for raising additional capital, especially if the Phase III trial for Trappsol® Cyclo™ proves to be successful. The document identifies multiple risks, including reliance on successful drug development and regulatory approval processes which may delay or impair the company's ability to generate revenue. The risks posed by the competitive landscape and market uncertainties, along with potential difficulties in capital raising and operational transitions to support commercial activities, further underline the precarious financial situation of the company. The amendment articulates the need for substantial financial and managerial resources to navigate the pharmaceutical development landscape, underscoring the risks related to investing in research programs and the uncertain outcomes intrinsic to drug development. Overall, the amendment does not modify any existing information except for the updates mentioned, reinforcing the need for stakeholders to remain aware of the challenges that may affect the company's business and stockholder value.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024111976

Filing Summary: On December 23, 2024, Rafael Holdings, Inc. converted $2,500,000 of the outstanding balance of a Convertible Promissory Note into 3,968,254 shares of common stock of Cyclo Therapeutics, Inc. The conversion price was set at $0.63, which was the closing price of Cyclo’s common stock on The Nasdaq Capital Market on December 20, 2024. As a result of this conversion, Rafael Holdings, Inc. now beneficially owns 39.5% of the issued and outstanding shares of Cyclo's common stock.

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