Welcome to our dedicated page for Rafael Holdings SEC filings (Ticker: RFL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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, 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.
Rafael Holdings (RFL) is asking stockholders to vote at its Annual Meeting on January 8, 2026 to elect six directors, ratify CohnReznick LLP as auditor for the fiscal year ending July 31, 2026, and approve an amendment to the 2021 Equity Incentive Plan adding 1,000,000 shares of Class B Common Stock for future awards. Stockholders of record on November 11, 2025 may vote in person or by proxy.
As of the record date, Rafael had 51,762,801 shares outstanding, consisting of 787,163 Class A shares with three votes each and 50,975,638 Class B shares with one‑tenth vote each, voting together on all proposals. Howard S. Jonas beneficially owns all Class A shares and 14,010,522 Class B shares, representing 28.6% of Class B and 50.4% of aggregate voting power, so the company qualifies as a NYSE “controlled company.”
The Board states it does not rely on controlled‑company exemptions, and a majority of directors and all Audit, Compensation, Corporate Governance and Nominating Committee members are independent, with Markus Sieger serving as lead independent director. The proxy also details director and executive pay, including 2025 compensation of $294,000 for Howard Jonas, $592,912 for former CEO William Conkling and $527,353 for CFO David Polinsky, along with related‑party transactions and a 2025 net loss of $30.6 million.
Rafael Holdings (RFL) filed a Form 3 for a newly reported director effective 10/23/2025. The filing states the reporting person beneficially owns 0 shares of Class B Common Stock on a direct (D) basis and lists no derivative securities. The form is identified as filed by one reporting person.
Rafael Holdings (RFL) filed its annual report, highlighting a pivot to biotech led by Trappsol® Cyclo™ for NPC1. The company completed the Cyclo merger on March 25, 2025 and is running a global, double-blind Phase 3 trial that fully enrolled 94 patients; a June 2025 DMC review found the therapy well tolerated and recommended continuing to 96 weeks. An open-label sub‑study in patients under 3 years showed mostly stabilization or improvement on CGI‑S at 48 weeks, with manageable adverse events.
Beyond Trappsol® Cyclo™, Rafael owns majority stakes in LipoMedix, Cornerstone, Rafael Medical Devices, and Day Three. Rafael Medical Devices received FDA 510(k) clearance on December 11, 2024 for its VECTR System for minimally invasive ligament/fascia release. Cornerstone was restructured in March 2024, making Rafael a 67% owner. Day Three Labs sold certain assets and licensed Unlokt™ applications for a $500,000 convertible note plus milestones.
As context, non‑affiliate market value was about $38.6 million as of January 31, 2025. Shares outstanding as of October 27, 2025 were 787,163 Class A and 50,983,641 Class B. The company retains a partial interest in a Jerusalem commercial property and notes concentrated control by its principal stockholder among key risks.
Rafael Holdings (RFL) furnished an 8‑K announcing it issued an earnings press release for the fiscal quarter and fiscal year ended July 31, 2025. The release was distributed via wire and posted on the company’s website, and is included as Exhibit 99.1. The information is furnished under Item 2.02 and is not deemed filed. The materials also contain forward‑looking statements accompanied by cautionary language.
Rafael Holdings appointed Alan Grayson to its Board on October 23, 2025, and to the Compensation, Corporate Governance and Nominating committees. Director Markus Sieger was named to the audit committee and elected its Chairman. These appointments fill vacancies following the recent passing of Stephen Greenberg. A press release dated October 28, 2025, was filed as Exhibit 99.1.