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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):
December 11, 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-W |
|
NYSE American |
Item 2.02. Results of Operations and Financial
Condition.
On December 11, 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 ended October 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 December 11, 2025, reporting the results of operations for the fiscal quarter ended October 31, 2025. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL document. |
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: December 11, 2025
EXHIBIT INDEX
Exhibit Number |
|
Document |
| 99.1 |
|
Press Release, dated December 11, 2025, reporting the results of operations for the fiscal quarter ended October 31, 2025. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL document. |