M&A: Rafael Holdings, Inc.

Form Type: 10-K/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025001971

Comments: 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

Comments: 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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