Rafael Holdings (NYSE: RFL) outlines Cyclo merger warrants and 2025 expiry

Rhea-AI Filing Summary

Rafael Holdings, Inc. describes warrant terms issued in connection with its merger with Cyclo Therapeutics, Inc. The company issued 1,078,796 warrants that are exercisable for an aggregate of 380,253 shares of its Class B common stock at an exercise price of $14.19 per share. The warrants trade on NYSE American under the symbol RFL-WT and were issued in exchange for Cyclo warrants from a prior public offering. Each warrant is exercisable for approximately 0.3525 of a share of Class B common stock, reflecting the merger exchange ratio, and may be exercised at any time until they expire at 5:00 p.m. EST on December 11, 2025.

Insights

Equity & Capital Structure Analyst

Disclosure clarifies warrant terms from the Cyclo merger, defining potential share issuance, timing, and listed security mechanics without changing prior deal economics.

The company describes warrants issued in connection with its merger with Cyclo Therapeutics, Inc.. There are 1,078,796 warrants, each exercisable for approximately 0.3525 of a share of Class B common stock, for an aggregate of 380,253 shares if fully exercised. The exercise price is $14.19 per share, and the warrants trade on NYSE American under symbol RFL-WT. These terms arise from an exchange of former Cyclo warrants based on the merger exchange ratio.

This disclosure defines a clear upper bound on potential dilution from these specific warrants: up to 380,253 new Class B shares before expiration. Any exercise would also bring in cash proceeds at $14.19 per share, but only if holders choose to exercise before December 11, 2025. The mechanics, including the 0.3525 share-per-warrant factor, show this is a straightforward conversion of legacy Cyclo warrants rather than a new capital raise initiative.

The warrants remain exercisable at any time until 5:00 pm EST on December 11, 2025, which provides a defined time window during which share count could increase. Key items to watch are any future disclosures on warrant exercises, which would indicate actual share issuance and cash inflow, and any updates to total outstanding Class B shares reflecting these instruments, particularly between now and the December 2025 expiry.

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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 2, 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 8.01 Other Events.

In connection with the merger (the “Merger”) with Cyclo Therapeutics, Inc. (“Cyclo”), Rafael Holdings, Inc. (the “Company”) issued 1,078,796 warrants exercisable for an aggregate of 380,253 shares of the Company’s Class B common stock (the “Warrants”) at an exercise price of $14.19 per share in exchange for certain warrants to purchase Cyclo common stock (the “Cyclo Warrants”). The Warrants are listed on the NYSE American under the symbol “RFL-WT.” The Cyclo Warrants were initially issued by Cyclo on December 11, 2020 in connection with its underwritten public offering. In connection with the Merger between the Company and Cyclo, the Cyclo Warrants were automatically converted into the Warrants to purchase shares of the Company’s Class B common stock with the exercise price and number of shares issuable on exercise adjusted as per the exchange ratio used in the Merger. Each Warrant is exercisable for approximately .3525 (the exchange ratio used in the Merger) of a share of the Company’s Class B common stock.

The Warrants expire at 5:00 pm EST on December 11, 2025 and are exercisable at any time until such expiration.

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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: December 2, 2025

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FAQ

What did Rafael Holdings (RFL) announce regarding Cyclo merger warrants?

Rafael Holdings explained that, in connection with its merger with Cyclo Therapeutics, Inc., it issued 1,078,796 warrants exercisable for 380,253 shares of its Class B common stock. These warrants replaced certain Cyclo warrants based on the merger exchange ratio.

How many Rafael Holdings shares are covered by the Cyclo merger warrants and at what price?

The company’s warrants are exercisable for an aggregate of 380,253 shares of Class B common stock at an exercise price of $14.19 per share, with each warrant representing approximately 0.3525 of a share.

When do Rafael Holdings’ Cyclo-related warrants expire?

The warrants issued in exchange for Cyclo Therapeutics warrants expire at 5:00 p.m. EST on December 11, 2025. They are exercisable at any time up until that expiration.

On which exchange do Rafael Holdings’ merger-related warrants trade and under what symbol?

The warrants issued in connection with the Cyclo merger are listed on the NYSE American under the trading symbol RFL-WT.

How were Cyclo Therapeutics warrants converted into Rafael Holdings warrants?

The Cyclo Therapeutics warrants from a December 11, 2020 public offering were automatically converted into Rafael Holdings warrants. The number of shares issuable and the exercise price were adjusted using the merger exchange ratio of approximately 0.3525 of a share of Rafael Class B common stock per warrant.

What class of Rafael Holdings stock is underlying the Cyclo merger warrants?

The warrants issued in connection with the Cyclo merger are exercisable for shares of Rafael Holdings’ Class B common stock, which has a par value of $0.01 per share.