Rafael Holdings, Inc. filings document regulatory disclosures for a biotechnology company with Class B common stock listed on the New York Stock Exchange. The company’s reports include Form 8-K earnings releases, Regulation FD disclosures, clinical and intellectual-property updates tied to Cyclo Therapeutics, and material-event reporting related to its pharmaceutical development activities.
Proxy and meeting filings describe board elections, auditor ratification, equity incentive plan matters, committee governance and shareholder voting results. Securities-related filings cover Rafael’s Class B common stock, warrants to purchase Class B common stock, warrant exchange matters connected to the Cyclo Therapeutics merger, and Form 25 listing and registration notices for the warrant class.
Rafael Holdings (RFL) director Alan Grayson reported receiving a grant of 6,562 shares of Class B common stock on January 28, 2026. The filing describes this as restricted stock that vests in full immediately and is now fully vested.
The transaction is coded as an acquisition at a reference price of $1.27 per share, representing the average closing price of the Class B stock during December 2025. Following this grant, Grayson directly holds 6,562 Class B common shares.
Rafael Holdings, Inc. insider filing shows a new equity grant to its top executive. On January 13, 2026, Exec Chairman, CEO & President Howard S. Jonas, who is also a director and 10% owner, received 75,000 shares of Class B common stock as a restricted stock grant at $1.2485 per share. These shares vest in four equal installments of 18,750 shares on each of January 13, 2027, 2028, 2029 and 2030.
Following this grant, Jonas beneficially owns 332,840 Class B shares directly, consisting of 198,542 vested and 134,298 unvested restricted shares with additional vesting dates in 2026 and 2027–2030. The filing also lists substantial indirect holdings in Class B and Class A shares through The Jonas Foundation, several trusts, and limited partnerships, including Rafael A Partners, L.P., where he has sole voting and dispositive power over the Class A shares.
Rafael Holdings, Inc. Chief Financial Officer David Polinsky reported two Class B common stock transactions dated January 13, 2026. The company withheld 4,865 shares at $1.2485 per share to cover taxes upon the vesting of restricted stock. He also received a grant of 50,000 restricted shares at $1.2485 per share, which vest in stages from January 13, 2027 through January 13, 2030. After these transactions, he beneficially owns 303,815 Class B shares, consisting of 76,882 shares held directly, 94,433 fully vested restricted shares, and 132,500 unvested restricted shares scheduled to vest between March 21, 2026 and January 30, 2030.
Rafael Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on January 8, 2026. All nominees for the Board of Directors were elected to one-year terms, each receiving around 5.2 million votes for and support levels above 84% of votes cast.
Stockholders also ratified the appointment of CohnReznick LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026, with 6,064,445 votes for and 99.13% support. In addition, they approved an amendment to the 2021 Equity Incentive Plan to increase the Class B common stock available for awards by 1,000,000 shares, with 5,037,413 votes for and 82.34% support.
Rafael Holdings, Inc. reported an insider equity transaction by its Chief Financial Officer. On 12/21/2025, 1,961 shares of Class B common stock were withheld by the company at a price of $1.285 per share to cover tax obligations arising from the vesting of restricted stock, as indicated by transaction code “F.”
After this tax withholding, the officer beneficially owns 258,680 shares. This consists of 76,882 shares held directly, 86,798 fully vested restricted shares and 95,000 unvested restricted shares. The unvested restricted shares are scheduled to vest in installments from January 13, 2026 through January 13, 2029, including quarterly vesting during 2026 and additional tranches in October of 2026 and 2027.
Rafael Holdings, Inc. reported that a director and 10% owner who also serves as executive chairman, CEO and president had 9,867 shares of Class B common stock withheld on 12/13/2025. These shares were retained by the company to cover taxes upon the vesting of restricted stock, at a price of $1.4975 per share.
After this tax withholding, the insider directly beneficially owns 257,840 shares of Class B common stock. This consists of 198,542 vested restricted shares and 59,298 unvested restricted shares scheduled to vest in two equal installments of 29,649 shares on March 13, 2026 and June 13, 2026. The insider also reports additional indirect holdings through several trusts and limited partnerships, including large positions such as 12,299,207 Class B shares held by the HSJ 2019 Remainder Trust.
Rafael Holdings (RFL) reported a larger operating loss as it invests heavily in drug development. For the three months ended October 31, 2025, revenue was modest at $240,000, mainly from product and rental income, while research and development expenses rose sharply to $7.5 million from $1.3 million a year earlier. Total operating expenses drove a loss from operations of $10.1 million and a net loss attributable to Rafael of $9.8 million, or $0.19 per share.
The company ended the quarter with $45.5 million in cash and cash equivalents and total assets of $105.4 million, down from $114.1 million at July 31, 2025, reflecting cash used to fund operations. Management states this cash balance is expected to cover obligations for at least the next 12 months. Rafael is now primarily a biotechnology platform centered on Trappsol® Cyclo™ for Niemann-Pick Disease Type C1 following its March 2025 merger with Cyclo, supplemented by majority stakes in LipoMedix, Cornerstone, Rafael Medical Devices, and Day Three.
Rafael Holdings, Inc. reported that it has released its financial results for the fiscal quarter ended October 31, 2025. On December 11, 2025, the company distributed an earnings press release over a wire service and posted it on the investor section of its website.
The press release is furnished as Exhibit 99.1 to this Form 8-K and is described as announcing the company’s results of operations and financial condition for the quarter. Rafael Holdings notes that the information in this report and Exhibit 99.1 is being furnished, not filed, which affects how it may be used in other SEC filings. The company also indicates that the materials contain forward-looking statements that are subject to the cautionary language included in the press release.
Rafael Holdings, Inc. has had its warrants to purchase shares of its Class B common stock removed from listing and registration on the NYSE American. NYSE American LLC filed a Form 25 notification under Section 12(b) of the Securities Exchange Act of 1934 to strike this class of securities from the exchange.
The exchange states that it has complied with its own rules and with SEC Rule 12d2-2 for withdrawing this warrant class from listing and registration. This action applies specifically to the warrants, not to all Rafael Holdings securities, and means these warrants will no longer trade on the NYSE American platform.
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.