[Form 3] Rafael Holdings, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Form 3 highlights: Director N. Scott Fine has filed his initial beneficial-ownership report after the 14 Jul 2025 business-combination event between Rafael Holdings (RFL) and Cyclo Therapeutics. He directly owns 335,348 Class B shares, including 3,525 held jointly with his spouse. In addition, he holds derivative rights on 373,945 Class B shares via five option grants (strikes $1.90-$21.16, expiries 2031-2035) and three warrants (strikes $2.70-$184.10, expiries 2025-2027). All securities were exchanged from prior Cyclo awards. The filing signals meaningful insider equity alignment but also identifies potential future dilution should the options and warrants be exercised.

Positive

• Substantial insider alignment: Director Fine holds 335,348 Class B shares plus options/warrants on 373,945 shares, indicating meaningful personal exposure to RFL’s equity.
• Long-dated incentives: Most options expire between 2031-2035 with strikes as low as $1.90, encouraging long-term value creation.
• Regulatory compliance: Timely Form 3 filing enhances corporate governance transparency post-merger.

Negative

• Potential dilution: Full exercise of 373,945 options and warrants would increase outstanding share count.
• High-strike warrants: Two warrant tranches at $42.56 and $184.10 may signal previous high valuation levels, though currently out-of-the-money.

Insights

Financial Analyst

TL;DR Director Fine owns ~335k shares plus 374k low-to-mid-strike options/warrants gained in merger; neutral for valuation, modest dilution risk.

The filing quantifies post-merger insider ownership. Fine’s direct stake equals several hundred thousand shares, establishing skin-in-the-game that typically aligns board incentives with shareholders. Most options have strikes at $3.63 or lower, implying they could become in-the-money if the combined entity executes successfully; the warrant strikes at $184 and $42 are far above recent trading ranges and therefore unlikely to impact near-term dilution. In aggregate, exercisable derivatives represent roughly 1% of RFL’s outstanding Class B shares (exact float not provided), a manageable potential dilution. Because no purchase or sale occurred, cash flow, earnings, and guidance remain unchanged. Overall impact is neutral.

Corporate Governance Specialist

TL;DR Initial Form 3 confirms board member’s sizable equity stake following Cyclo merger; improves governance transparency, limited immediate market impact.

This disclosure fulfills Section 16(a) requirements, providing visibility into insider stakes post-transaction. Equity received via option and warrant conversion ensures continuity of incentive structures from Cyclo, helping retain executive talent. The joint holdings with spouse are properly noted, reducing ambiguity around beneficial ownership. While exercise of 374k derivatives could dilute existing holders, expirations extend to 2035, allowing the company time to grow its capital base. No red flags such as pledging or short-dated high-volume awards appear. From a governance standpoint, the filing is routine yet positive for transparency; market impact remains neutral.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FINE N SCOTT

(Last) (First) (Middle)

C/O RAFAEL HOLDINGS, INC.

520 BROAD STREET

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2025

3. Issuer Name and Ticker or Trading Symbol
Rafael Holdings, Inc. [ RFL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock, par value $.01 per share	335,348(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	08/30/2021	08/30/2031	Class B Common Stock	20,197(2)	$21.16	D
Stock Option (right to buy)	02/28/2022	02/28/2032	Class B Common Stock	26,403(2)	$9.25	D
Stock Option (right to buy)	03/02/2023	03/01/2033	Class B Common Stock	34,792(2)	$3.63	D
Stock Option (right to buy)	06/03/2024	06/03/2034	Class B Common Stock	93,884(2)	$3.63	D
Stock Option (right to buy)	03/25/2025	03/25/2035	Class B Common Stock	80,000	$1.9	D
Class B Common Stock Warrant (Right to Buy)	12/21/2018	12/21/2025	Class B Common Stock	813(2)(3)	$184.1	D
Class B Common Stock Warrant (Right to Buy)	08/27/2020	08/27/2027	Class B Common Stock	1,763(2)(3)	$42.56	D
Class B Common Stock Warrant (Right to Buy)	10/20/2023	10/20/2027	Class B Common Stock	116,093(2)(3)	$2.7	D

Explanation of Responses:

1. Consists of 331,823 shares of Class B common stock held directly by the Reporting Person and 3,525 shares of Class B common stock held jointly by the Reporting Person and his wife.

2. The shares, options and warrants were all received in exchange for shares, options and warrants, respectively, of Cyclo Therapeutics, Inc. ("Cyclo") common stock and upon conversion of options and warrants to purchase shares of Cyclo common stock in connection with the business combination between the Issuer and Cyclo on March 25, 2025.

3. These warrants are held jointly by the Reporting Person and his wife.

	Joyce J. Mason, by Power of Attorney	07/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Who is the reporting person in Rafael Holdings (RFL) Form 3?

The reporting person is N. Scott Fine, a director of Rafael Holdings.

How many Class B shares does N. Scott Fine currently own?

He directly owns 335,348 Class B common shares, including 3,525 held jointly with his spouse.

What derivative securities does the director hold?

Fine holds 373,945 underlying shares via five stock-option grants and three Class B warrants.

What event triggered this Form 3 filing?

The filing follows the 14 Jul 2025 reportable event tied to the March 25 2025 business combination between Rafael Holdings and Cyclo Therapeutics.

What is the strike price and expiry of the largest option grant?

An option for 93,884 shares has a strike of $3.63 and expires on 06/03/2034.

When do the Class B warrants held jointly with his spouse expire?

The warrants expire on 12/21/2025, 08/27/2027, and 10/20/2027.