[8-K] Rafael Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Rafael Holdings (RFL)Exhibit 99.1. The information is furnished under Item 2.02 and is not deemed filed. The materials also contain forward‑looking statements accompanied by cautionary language.

10/29/2025 - 04:36 PM

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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): October 29, 2025

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-38411		82-2296593
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

520 Broad Street Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212 658-1450

Not Applicable

(Former name 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement 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 which registered
Class B common stock, par value $0.01 per share		RFL		New York Stock Exchange
Warrant to Purchase Class B common stock		RFL-WT		NYSE American

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2025, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter and fiscal year ended July 31, 2025. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Document
99.1		Press Release, dated October 29, 2025, reporting the results of operations for the fiscal quarter and fiscal year ended July 31, 2025.
104		Cover Page Interactive Data File, formatted in Inline XBRL document.

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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/ David Polinsky
		Name:	David Polinsky
		Title:	Chief Financial Officer

Dated: October 29, 2025

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EXHIBIT INDEX

Exhibit Number		Document
99.1		Press Release, dated October 29, 2025, reporting the results of operations for the fiscal quarter and fiscal year ended July 31, 2025.
104		Cover Page Interactive Data File, formatted in Inline XBRL document.

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FAQ

What did Rafael Holdings (RFL) disclose in this 8-K?

The company furnished an earnings press release covering the fiscal quarter and fiscal year ended July 31, 2025.

Which periods are covered by RFL’s latest earnings release?

It covers the fiscal quarter and fiscal year ended July 31, 2025.

Where can I access the Rafael Holdings press release?

It was distributed via wire and posted on the company’s website, and included as Exhibit 99.1.

Is the information in this report considered filed with the SEC?

No. The information under Item 2.02 is furnished, not deemed filed or incorporated by reference unless expressly stated otherwise.

Which exhibits are included with this 8-K?

The filing includes Exhibit 99.1 (press release) and Exhibit 104 (Cover Page Inline XBRL).

What securities of Rafael Holdings are listed and their symbols?

Class B common stock: RFL (NYSE); Warrant to purchase Class B common stock: RFL-WT (NYSE American).