Rafael Holdings (NYSE: RFL) posts wider Q2 loss as Phase 3 NPC1 trial advances

Rhea-AI Filing Summary

Rafael Holdings, Inc. reported results for its second quarter of fiscal 2026, ended January 31, 2026, while highlighting progress in its pivotal Phase 3 TransportNPC™ study of Trappsol® Cyclo™ for Niemann-Pick Disease Type C1. An independent Data Monitoring Committee recommended the trial continue after reviewing prespecified safety and efficacy data at 48 weeks, and the company expects to complete the 96-week study and report preliminary top line results in the third quarter of this calendar year.

As of January 31, 2026, cash and cash equivalents were $37.8 million, down from $52.8 million as of July 31, 2025. For the quarter, net loss attributable to Rafael Holdings was $6.4 million, or $0.13 per share, compared with a net loss of $4.6 million, or $0.19 per share, a year earlier. Revenue was $0.2 million, up from $0.1 million in the prior-year quarter, while research and development expenses rose to $4.5 million from $0.9 million, primarily due to consolidating Cyclo Therapeutics’ costs after its March 2025 acquisition. General and administrative expenses decreased to $2.3 million from $2.6 million.

Insights

Biotech equity analyst

Rafael increases R&D spending as its pivotal NPC1 trial advances.

Rafael Holdings is focused on Trappsol® Cyclo™ for Niemann-Pick Disease Type C1, with a pivotal Phase 3 trial continuing after a positive safety and efficacy review at 48 weeks. Preliminary top line results are expected in the third quarter of this calendar year.

The quarter shows a classic development-stage profile: limited revenue of $0.2 million and a net loss attributable to Rafael of $6.4 million, or $0.13 per share. Research and development expenses rose sharply to $4.5 million, driven by consolidation of Cyclo Therapeutics’ costs following the March 2025 acquisition.

Cash and cash equivalents were $37.8 million as of January 31, 2026, compared with $52.8 million at July 31, 2025, reflecting increased investment in the Phase 3 program and related operations. Subsequent company filings may provide more detail on how trial timelines and spending evolve as the 96-week study approaches readout.

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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): March 16, 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 March 16, 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 January 31, 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 March 16, 2026, reporting the results of operations for the fiscal quarter ended January 31, 2026.
104		Cover Page Interactive Data File, formatted in Inline XBRL document.

1

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: March 16, 2026

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EXHIBIT INDEX

Exhibit Number		Document
99.1		Press Release, dated March 16, 2026, reporting the results of operations for the fiscal quarter ended January 31, 2026.
104		Cover Page Interactive Data File, formatted in Inline XBRL document.

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Exhibit 99.1

Rafael Holdings Reports Second Quarter Fiscal 2026 Financial Results

NEWARK, NJ – March 16, 2026 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL) today reported its financial results for the second quarter fiscal year 2026 ended January 31, 2026.

“We remain pleased with the progress of our pivotal Phase 3 TransportNPC™ study evaluating Trappsol^® Cyclo™ for the treatment of Niemann-Pick Disease Type C1, which the Data Monitoring Committee (DMC) recommended continuing after their review of prespecified safety and efficacy data at 48 weeks. We believe that Trappsol^® Cyclo™ could provide an important new treatment option for patients suffering from this rare and fatal genetic disease,” said Howard Jonas, Chief Executive Officer, Executive Chairman and Chairman of the Board of Rafael Holdings.

“We are on track to complete this 96-week Phase 3 clinical trial, the largest ever conducted in this indication, and report preliminary top line results in the third quarter of this calendar year,” said Joshua Fine, Chief Operating Officer of Rafael Holdings.

Rafael Holdings, Inc. Second Quarter Fiscal Year 2026 Financial Results

As of January 31, 2026, we had cash and cash equivalents of $37.8 million.

For the three months ended January 31, 2026, we recorded a net loss attributable to Rafael Holdings of $6.4 million, or $0.13 per share, versus a net loss of $4.6 million, or $0.19 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 $4.5 million for the three months ended January 31, 2026, compared to $0.9 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 $2.3 million for the three months ended January 31, 2026, compared to $2.6 million in the year ago period. The year over year decrease relates to a decrease in payroll and professional fees during the quarter ended January 31, 2026 offset by the inclusion of expenses at Cyclo following the March 2025 acquisition.

Rafael Holdings, Inc. First Six Months Fiscal Year 2026 Financial Results

For the six months ended January 31, 2026, we recorded a net loss attributable to Rafael Holdings of $16.2 million, or $0.32 per share, versus a net loss of $13.6 million, or $0.57 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 $12.0 million for the six months ended January 31, 2026, compared to $2.3 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 $5.1 million for the six months ended January 31, 2026, compared to $5.1 million in the year ago period. The increase related to the inclusion of expenses at Cyclo following the March 2025 acquisition was 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

# # #

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RAFAEL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 (in thousands, except share and per share data)

		January 31, 2026				July 31, 2025
			(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	37,779			$	52,769
Prepaid clinical costs			3,229				1,045
Other receivables			—				1,206
Accounts receivable, net of allowance for credit losses of $245 at January 31, 2026 and July 31, 2025			295				627
Inventory			271				281
Prepaid expenses and other current assets			873				786
Total current assets			42,447				56,714
Property and equipment, net			1,545				1,596
Investments			750				—
Convertible notes receivable classified as available-for-sale			1,858				1,858
Goodwill			19,939				19,939
Intangible assets, net			929				994
In-process research and development			31,575				31,575
Non-current prepaid clinical costs			244				1,399
Other assets			28				34
TOTAL ASSETS		$	99,315			$	114,109
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable		$	8,172			$	6,893
Accrued expenses			2,778				3,304
Convertible notes payable			608				614
Other current liabilities			66				66
Due to related parties			733				723
Total current liabilities			12,357				11,600
Accrued expenses, noncurrent			3,483				3,895
Convertible notes payable, noncurrent			52				78
Other liabilities			27				27
Deferred income tax liability			138				138
TOTAL LIABILITIES			16,057				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 January 31, 2026 and July 31, 2025			8				8
Class B common stock, $0.01 par value; 200,000,000 shares authorized, 51,218,790 issued and outstanding (excluding treasury shares of 101,487) as of January 31, 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			323,081				322,161
Accumulated deficit			(248,496	)			(232,263	)
Treasury stock, at cost; 101,487 Class B shares as of January 31, 2026 and July 31, 2025			(168	)			(168	)
Accumulated other comprehensive income related to unrealized income on available-for-sale securities			358				358
Accumulated other comprehensive income related to foreign currency translation adjustment			3,873				3,787
Total equity attributable to Rafael Holdings, Inc.			79,169				94,391
Noncontrolling interests			4,089				3,980
TOTAL EQUITY			83,258				98,371
TOTAL LIABILITIES AND EQUITY		$	99,315			$	114,109

3

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 (unaudited, in thousands, except share and per share data)

		Three Months Ended January 31,								Six Months Ended January 31,
		2026				2025				2026				2025
REVENUE
Infusion Technology		$	—			$	—			$	—			$	51
Rental – Third Party			57				48				113				98
Rental – Related Party			29				29				59				56
Product revenue			125				—				279				—
Total revenue			211				77				451				205
COSTS AND EXPENSES
Cost of Infusion Technology revenue			—				38				—				75
Cost of Product revenue			12				—				21				—
General and administrative			2,270				2,591				5,108				5,114
Research and development			4,529				947				12,013				2,273
Depreciation and amortization			55				90				105				176
Loss on impairment of goodwill			—				3,050				—				3,050
Loss from operations			(6,655	)			(6,639	)			(16,796	)			(10,483	)
Interest income			337				489				736				1,057
Realized (loss) gain on available-for-sale securities			—				(16	)			—				178
Unrealized gain (loss) on investment - Cyclo			—				614				—				(3,751	)
Unrealized gain (loss) on convertible notes receivable, due from Cyclo			—				486				—				(1,102	)
Interest expense			(161	)			(163	)			(321	)			(325	)
Other (loss) income, net			(1	)			(78	)			80				(80	)
Loss before income taxes			(6,279	)			(5,307	)			(16,066	)			(14,506	)
Provision for income taxes			(48	)			(20	)			(58	)			(32	)
Consolidated net loss			(6,327	)			(5,327	)			(16,124	)			(14,538	)
Net income (loss) attributable to noncontrolling interests			90				(686	)			109				(891	)
Net loss attributable to Rafael Holdings, Inc.		$	(6,417	)		$	(4,641	)		$	(16,233	)		$	(13,647	)
Loss per share attributable to common stockholders
Basic and diluted		$	(0.13	)		$	(0.19	)		$	(0.32	)		$	(0.57	)
Weighted average number of shares used in calculation of loss per share
Basic and diluted			51,226,095				24,150,218				51,217,699				24,121,186

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FAQ

What were Rafael Holdings (RFL) key results for Q2 fiscal 2026?

Rafael Holdings reported a net loss attributable to the company of $6.4 million, or $0.13 per share, on total revenue of $0.2 million for the quarter ended January 31, 2026. The loss widened from $4.6 million, or $0.19 per share, a year earlier.

How much cash did Rafael Holdings (RFL) have as of January 31, 2026?

Rafael Holdings reported $37.8 million in cash and cash equivalents as of January 31, 2026. This compares with $52.8 million as of July 31, 2025, reflecting higher spending on research, clinical development, and integration of the Cyclo Therapeutics acquisition.

What drove the increase in Rafael Holdings (RFL) net loss year over year?

The higher net loss mainly reflects increased expenses from consolidating Cyclo Therapeutics after its March 2025 acquisition. Research and development rose to $4.5 million from $0.9 million for the quarter, largely due to spending on Trappsol® Cyclo™ and related clinical activities.

How is Rafael Holdings’ Phase 3 TransportNPC study progressing?

Rafael Holdings reported that its pivotal Phase 3 TransportNPC™ study of Trappsol® Cyclo™ is ongoing. The Data Monitoring Committee recommended continuing after reviewing 48-week safety and efficacy data, and preliminary top line results are expected in the third quarter of this calendar year.

What were Rafael Holdings (RFL) research and development costs in Q2 2026?

Research and development expenses were $4.5 million for the three months ended January 31, 2026, up from $0.9 million a year earlier. The increase primarily reflects inclusion of Cyclo Therapeutics’ spending following its March 2025 acquisition and advancing the Trappsol® Cyclo™ clinical program.

How did Rafael Holdings’ six-month fiscal 2026 results compare to the prior year?

For the six months ended January 31, 2026, Rafael Holdings recorded a net loss attributable to the company of $16.2 million, or $0.32 per share, versus $13.6 million, or $0.57 per share, in the prior-year period, reflecting higher consolidated R&D spending after acquiring Cyclo.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE, DATED MARCH 16, 2026, REPORTING THE RESULTS OF OPERATIONS FOR THE 68.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB