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

Rhea-AI Filing Summary

Joshua M. Fine, Chief Operations Officer of Rafael Holdings, Inc. (RFL), filed a Form 3 reporting ownership following an event dated 08/04/2025. He holds 9,380 Class B common shares (held jointly with his wife) and stock options totaling 137,881 shares from five grants exercisable 2021–2025 with exercise prices ranging from $1.00 to $21.16. The shares and options were received or converted in connection with the business combination with Cyclo Therapeutics on March 25, 2025.

Positive

• Form 3 disclosure explicitly reports 9,380 Class B shares and detailed option grants, improving transparency for investors.
• Holdings were received/converted in connection with the business combination with Cyclo Therapeutics on March 25, 2025, which the filing documents.

Negative

• None.

Insights

Securities Analyst

TL;DR Routine insider disclosure: COO reports direct holdings of shares and multiple option grants tied to the Cyclo combination.

The Form 3 provides a clear, itemized record of Mr. Fine's direct beneficial ownership: 9,380 Class B shares and five option grants totaling 137,881 underlying shares with exercise prices from $1.00 to $21.16. The disclosure is standard post-transaction reporting and allows investors to quantify insider exposure and potential future dilution from exercisable options.

Corporate Governance Expert

TL;DR Filing documents insider holdings after a merger; disclosure appears complete and timely for a Form 3.

The filing identifies Mr. Fine as the Chief Operations Officer and reports both direct share ownership (jointly held) and direct option holdings. It states the provenance of the securities as conversion/receipt in the business combination with Cyclo on March 25, 2025. The form is signed by a power of attorney on 08/11/2025, consistent with routine administrative handling of insider filings.

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 Joshua M

(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)
08/04/2025

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

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

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

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, $.01 par value per share	9,380(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	8,389(2)	$21.16	D
Stock Option (right to buy)	02/28/2022	02/28/2032	Class B Common Stock	10,997(2)	$9.25	D
Stock Option (right to buy)	03/02/2023	03/01/2033	Class B Common Stock	14,464(2)	$3.63	D
Stock Option (right to buy)	06/03/2024	06/03/2034	Class B Common Stock	39,031(2)	$3.63	D
Stock Option (right to buy)	03/25/2025	03/25/2035	Class B Common Stock	65,000	$1	D

Explanation of Responses:

1. Consists of 9,380 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.

	Joyce J Mason, by Power of Attorney	08/11/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Joshua M. Fine report on Form 3 for Rafael Holdings (RFL)?

He reported ownership of 9,380 Class B common shares (held jointly with his wife) and stock options totaling 137,881 shares across five grants; event dated 08/04/2025.

How many stock options and what exercise prices were disclosed on the RFL Form 3?

Five option grants totaling 137,881 underlying shares with exercise prices of $21.16, $9.25, $3.63, $3.63, and $1.00.

Are the reported securities held directly or indirectly?

The filing indicates Direct (D) ownership for the Class B shares and for the option holdings; the 9,380 shares are held jointly with his wife.

When were the reported securities received or converted?

The filing states the shares, options and warrants were received or converted in connection with the business combination with Cyclo Therapeutics on March 25, 2025.

Who signed the Form 3 and when was it signed?

The Form 3 was signed by Joyce J Mason, by Power of Attorney on 08/11/2025.