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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):
June 11, 2026
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 |
Item 2.02. Results of Operations and Financial
Condition.
On June 11, 2026, 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 April 30, 2026. 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 June 11, 2026, reporting the results of operations for the fiscal quarter ended April 30, 2026. |
| |
|
|
| 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: June 11, 2026
EXHIBIT INDEX
Exhibit
Number |
|
Document |
| 99.1 |
|
Press Release, dated June 11, 2026, reporting the results of operations for the fiscal quarter ended April 30, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL document. |
Exhibit 99.1
Rafael Holdings Reports Third Quarter Fiscal
2026 Financial Results
NEWARK,
NJ – June 11, 2026 (GLOBE NEWSWIRE) - Rafael Holdings,
Inc. (NYSE: RFL) today reported its financial results for the third quarter fiscal year 2026 ended April 30, 2026.
“Yesterday,
we were pleased to announce that we reached the completion of the last patient last visit of our pivotal Phase 3 TransportNPC™ trial,
and we are grateful for the patients and families, advocacy organizations, and physicians who stood at the heart of this global effort.
Together, we have advanced the clinical understanding of NPC, as well as the lived experience of this devastating disease, as we work
to deliver a potentially life changing treatment option for a community with significant unmet need,” said Joshua Fine, Chief Operating
Officer of Rafael Holdings. “We would also like to recognize the FDA for their long-term continued collaboration, and guidance in
advancing this program.”
“Following
our pre-NDA meeting with the FDA, we believe we have a clear and expedited path forward reflective of the urgency and unmet need in NPC
and expect to submit our NDA in the second half of calendar 2026. NPC represents a high-unmet-need market, positioning Rafael Holdings
to potentially unlock substantial, long-term value for our shareholders as we work toward transitioning Rafael Holdings into a commercial-stage
biotechnology company,” said Howard Jonas, Chief Executive Officer, Executive Chairman and Chairman of the Board of Rafael
Holdings.
Rafael Holdings, Inc. Third Quarter Fiscal Year 2026 Financial Results
As of April 30, 2026, we had cash and cash equivalents of $30.5 million.
For the three months ended April 30, 2026, we recorded a net loss attributable
to Rafael Holdings of $4.2 million, or $0.08 per share, versus a net loss of $4.8 million, or $0.19 per share in the year ago period.
The year over year increase in net loss is largely attributable to the consolidation of Cyclo Therapeutic’s expenses following the
acquisition of Cyclo in March 2025.
Research and development expenses were $4.9 million for the three months
ended April 30, 2026, compared to $3.0 million in the year ago period. The year over year increase relates to the inclusion in the current
year period of research and development spending at Cyclo following the March 2025 acquisition.
General and administrative expenses were $2.1 million for the three
months ended April 30, 2026, compared to $3.2 million in the year ago period. The year over year decrease relates to a decrease in payroll,
stock-based compensation expense and professional fees during the quarter ended April 30, 2026, offset by the inclusion of expenses at
Cyclo following the March 2025 acquisition.
Rafael Holdings, Inc. First Nine Months Fiscal Year 2026 Financial
Results
For the nine months ended April 30, 2026, we recorded a net loss attributable
to Rafael Holdings of $20.5 million, or $0.40 per share, versus a net loss of $18.4 million, or $0.73 per share in the year ago period.
The year over year increase in net loss is attributable to the consolidation of Cyclo Therapeutic’s expenses following the acquisition
of Cyclo in March 2025.
Research and development expenses were $16.9 million for the nine months
ended April 30, 2026, compared to $5.3 million in the year ago period. The year over year increase relates to the inclusion in the current
year period of spending at Cyclo following the March 2025 acquisition.
General and administrative expenses were $7.3 million for the nine
months ended April 30, 2026, compared to $8.3 million in the year ago period. The decrease related to the inclusion of expenses at Cyclo
following the March 2025 acquisition which was more than offset by reductions in payroll due to terminations and reduced stock-based compensation
expense and professional fees.
About Rafael Holdings, Inc.
Rafael Holdings, Inc. is a biotechnology company that develops pharmaceuticals
and holds interests in clinical and early-stage companies that develop pharmaceuticals and medical devices. Our lead candidate is Trappsol®
Cyclo™, which is being evaluated in clinical trials for the potential treatment of Niemann-Pick Disease Type C1 (“NPC1”),
a rare, fatal and progressive genetic disorder. We also hold interests in other clinical-stage and early-stage pharmaceutical development
companies and an orthopedic-focused medical device company. Our lead candidate, Trappsol® Cyclo™, is the subject of an ongoing
pivotal Phase 3 clinical trial.
Forward Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters
of historical fact should be considered forward-looking statements, including without limitation statements regarding our expectations
surrounding the potential, safety, efficacy, and regulatory and clinical progress of our product candidates; plans regarding the further
evaluation of clinical data; and the potential of our pipeline, including our internal cancer metabolism research programs. These statements
are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our
actual results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements, including, but not limited to, those disclosed under the caption “Risk Factors”
in our Annual Report on Form 10-K for the year ended July 31, 2025, and our other filings with the SEC. These factors could cause actual
results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking
statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking
statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Contact:
Barbara Ryan
Barbara.ryan@rafaelholdings.com
(203) 274-2825
# # #
RAFAEL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| | |
April 30,
2026 | | |
July 31,
2025 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | |
| |
| CURRENT ASSETS | |
| | |
| |
| Cash and cash equivalents | |
$ | 30,497 | | |
$ | 52,769 | |
| Prepaid clinical costs | |
| 2,919 | | |
| 1,045 | |
| Other receivables | |
| — | | |
| 1,206 | |
| Accounts receivable, net of allowance for credit losses of $245 at April 30, 2026 and July 31, 2025 | |
| 294 | | |
| 627 | |
| Inventory | |
| 276 | | |
| 281 | |
| Prepaid expenses and other current assets | |
| 872 | | |
| 786 | |
| Total current assets | |
| 34,858 | | |
| 56,714 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 1,524 | | |
| 1,596 | |
| Non-current prepaid clinical costs | |
| 244 | | |
| 1,399 | |
| Convertible notes receivable classified as available-for-sale | |
| 2,124 | | |
| 1,858 | |
| Goodwill | |
| 19,939 | | |
| 19,939 | |
| Intangible assets, net | |
| 896 | | |
| 994 | |
| In-process research and development | |
| 31,575 | | |
| 31,575 | |
| Investments | |
| 750 | | |
| — | |
| Other assets | |
| 80 | | |
| 34 | |
| TOTAL ASSETS | |
$ | 91,990 | | |
$ | 114,109 | |
| | |
| | | |
| | |
| LIABILITIES AND EQUITY | |
| | | |
| | |
| CURRENT LIABILITIES | |
| | | |
| | |
| Accounts payable | |
$ | 7,043 | | |
$ | 6,893 | |
| Accrued expenses | |
| 2,764 | | |
| 3,304 | |
| Convertible notes payable | |
| 608 | | |
| 614 | |
| Due to related parties, net | |
| 535 | | |
| 723 | |
| Other current liabilities | |
| 70 | | |
| 66 | |
| Total current liabilities | |
| 11,020 | | |
| 11,600 | |
| | |
| | | |
| | |
| Accrued expenses, noncurrent | |
| — | | |
| 3,895 | |
| Convertible notes payable, noncurrent | |
| 2 | | |
| 78 | |
| Deferred income tax liability | |
| 138 | | |
| 138 | |
| Other liabilities | |
| 27 | | |
| 27 | |
| TOTAL LIABILITIES | |
| 11,187 | | |
| 15,738 | |
| | |
| | | |
| | |
| COMMITMENTS AND CONTINGENCIES | |
| | | |
| | |
| | |
| | | |
| | |
| EQUITY | |
| | | |
| | |
| Class A common stock, $0.01 par value; 35,000,000 shares authorized, 787,163 shares issued and outstanding as of April 30, 2026 and July 31, 2025 | |
| 8 | | |
| 8 | |
| Class B common stock, $0.01 par value; 200,000,000 shares authorized, 51,206,648 issued and outstanding (excluding treasury shares of 101,487) as of April 30, 2026, and 50,789,697 issued and outstanding (excluding treasury shares of 101,487) as of July 31, 2025 | |
| 513 | | |
| 508 | |
| Additional paid-in capital | |
| 323,234 | | |
| 322,161 | |
| Accumulated deficit | |
| (252,722 | ) | |
| (232,263 | ) |
| Treasury stock, at cost; 101,487 Class B shares as of April 30, 2026 and July 31, 2025 | |
| (168 | ) | |
| (168 | ) |
| Accumulated other comprehensive income related to unrealized income on available-for-sale securities | |
| 624 | | |
| 358 | |
| Accumulated other comprehensive income related to foreign currency translation adjustment | |
| 3,897 | | |
| 3,787 | |
| Total equity attributable to Rafael Holdings, Inc. | |
| 75,386 | | |
| 94,391 | |
| Noncontrolling interests | |
| 5,417 | | |
| 3,980 | |
| TOTAL EQUITY | |
| 80,803 | | |
| 98,371 | |
| TOTAL LIABILITIES AND EQUITY | |
$ | 91,990 | | |
$ | 114,109 | |
RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited, in thousands, except share and per share data)
| | |
Three Months Ended April 30, | | |
Nine Months Ended April 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| REVENUE | |
| | |
| | |
| | |
| |
| Infusion Technology | |
$ | — | | |
$ | 42 | | |
$ | — | | |
$ | 93 | |
| Rental – Third Party | |
| 60 | | |
| 49 | | |
| 173 | | |
| 147 | |
| Rental – Related Party | |
| 30 | | |
| 28 | | |
| 89 | | |
| 84 | |
| Product revenue | |
| 89 | | |
| 243 | | |
| 368 | | |
| 243 | |
| Total revenue | |
| 179 | | |
| 362 | | |
| 630 | | |
| 567 | |
| | |
| | | |
| | | |
| | | |
| | |
| COSTS AND EXPENSES | |
| | | |
| | | |
| | | |
| | |
| Cost of Infusion Technology revenue | |
| — | | |
| 31 | | |
| — | | |
| 106 | |
| Cost of Product revenue | |
| 8 | | |
| 9 | | |
| 29 | | |
| 9 | |
| General and administrative | |
| 2,140 | | |
| 3,170 | | |
| 7,260 | | |
| 8,284 | |
| Research and development | |
| 4,853 | | |
| 3,003 | | |
| 16,866 | | |
| 5,276 | |
| Depreciation and amortization | |
| 48 | | |
| 62 | | |
| 153 | | |
| 238 | |
| Loss on impairment of goodwill | |
| — | | |
| — | | |
| — | | |
| 3,050 | |
| Loss from operations | |
| (6,870 | ) | |
| (5,913 | ) | |
| (23,678 | ) | |
| (16,396 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Interest income | |
| 286 | | |
| 472 | | |
| 1,023 | | |
| 1,529 | |
| Realized gain on available-for-sale securities | |
| — | | |
| — | | |
| — | | |
| 178 | |
| Unrealized (loss) on investment - Cyclo | |
| — | | |
| (1,393 | ) | |
| — | | |
| (5,144 | ) |
| Unrealized gain (loss) on convertible notes receivable, due from Cyclo | |
| — | | |
| 383 | | |
| — | | |
| (719 | ) |
| Interest expense | |
| (6 | ) | |
| (165 | ) | |
| (327 | ) | |
| (490 | ) |
| Gain on settlement of accounts payable and convertible notes payable | |
| 3,723 | | |
| — | | |
| 3,958 | | |
| — | |
| Other (loss) income, net | |
| (26 | ) | |
| 154 | | |
| 54 | | |
| 74 | |
| Loss before income taxes | |
| (2,893 | ) | |
| (6,462 | ) | |
| (18,970 | ) | |
| (20,968 | ) |
| (Provision for) benefit from income taxes | |
| (6 | ) | |
| 2,411 | | |
| (52 | ) | |
| 2,379 | |
| | |
| | | |
| | | |
| | | |
| | |
| Consolidated net loss | |
| (2,899 | ) | |
| (4,051 | ) | |
| (19,022 | ) | |
| (18,589 | ) |
| Net income (loss) attributable to noncontrolling interests | |
| 1,327 | | |
| 728 | | |
| 1,437 | | |
| (163 | ) |
| Net loss attributable to Rafael Holdings, Inc. | |
$ | (4,226 | ) | |
$ | (4,779 | ) | |
$ | (20,459 | ) | |
$ | (18,426 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss per share attributable to common stockholders | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
$ | (0.08 | ) | |
$ | (0.19 | ) | |
$ | (0.40 | ) | |
$ | (0.73 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of shares used in calculation of loss per share | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 51,229,576 | | |
| 25,238,501 | | |
| 51,327,943 | | |
| 25,131,655 | |
