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) 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.
Rafael Holdings (RFL) disclosed a Form 4 for its Chief Financial Officer. On 10/25/2025, 4,180 shares of Class B common stock were withheld for taxes upon the vesting of restricted stock, coded F, at a price of $1.35 per share.
Following this transaction, the CFO beneficially owns 260,641 shares directly. This total consists of 76,882 shares held directly, 82,509 fully vested restricted shares, and 101,250 unvested restricted shares.
The unvested restricted shares vest as follows: 6,250 quarterly from December 21, 2025 through December 21, 2026; 10,000 on each of October 25, 2026 and October 25, 2027; and 12,500 on each of January 13, 2026, January 13, 2027, January 13, 2028, and January 13, 2029.
Rafael Holdings, Inc. filed a current report to let investors know that a new slide presentation is available. The investor presentation, labeled Exhibit 99.1, is accessible on the company’s website at https://rafaelholdings.irpass.com/ starting October 10, 2025.
The material is furnished under Regulation FD, which is meant to provide fair disclosure of information. The company specifies that this information is not considered formally filed with the SEC or incorporated into other SEC documents. The presentation also includes forward-looking statements that are subject to the cautionary language contained within the slides.
Rafael Holdings, Inc. (RFL) Chief Financial Officer David Polinsky reported a non-open-market disposition of 1,284 Class B common shares on 09/23/2025 described as shares withheld by the issuer to satisfy tax obligations upon the vesting of restricted stock at an effective price of $1.48 per share. After this withholding, Mr. Polinsky beneficially owns 264,821 shares, consisting of 76,882 shares held directly, 76,689 fully vested restricted shares, and 111,250 unvested restricted shares with specified vesting dates through January 13, 2029. The Form 4 was signed by power of attorney on 09/25/2025.
Rafael Holdings, Inc. (RFL) Chief Financial Officer David Polinsky reported a transaction on 09/21/2025 in Class B common stock. The filing shows 1,970 shares were disposed at $1.49 per share, representing shares withheld by the issuer for tax purposes upon the vesting of restricted stock. After the reported transaction, Polinsky beneficially owns 266,105 shares, which include 76,882 shares held directly, 74,223 fully vested restricted shares, and 115,000 unvested restricted shares subject to a defined vesting schedule through January 13, 2029.
The disposition was reported on 09/22/2025 and appears to be a routine tax-withholding action tied to vesting rather than an open-market sale.
Rafael Holdings, Inc. director and 10% owner Jonas Howard S reported a non-derivative transaction on 09/13/2025. The filing shows 9,905 shares of Class B common stock were disposed at a price of $1.345 using transaction code F. After the reported transaction, the filing lists 267,707 shares beneficially owned by the reporting person directly.
The Form 4 also discloses a range of indirect holdings: multiple trusts and partnerships hold substantial Class B and Class A shares, including a total of 12,299,207 Class B shares reported for one trust and 787,163 Class A shares held indirectly by a partnership where the reporting person has sole voting and dispositive power. The filer signed via power of attorney on 09/16/2025.