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    Amendment: Rafael Holdings Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    5/20/25 4:27:14 PM ET
    $RFL
    Real Estate
    Finance
    Get the next $RFL alert in real time by email
    true true 0001713863 0001713863 2025-04-29 2025-04-29 0001713863 RFL:ClassBCommonStockParValue0.1PerShareMember 2025-04-29 2025-04-29 0001713863 RFL:WarrantToPurchaseClassBCommonStockMember 2025-04-29 2025-04-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    FORM 8-K/A

     

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): April 29, 2025

     

     

     

    RAFAEL HOLDINGS, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   1-38411   82-2296593

    (State or other jurisdiction
    of Incorporation)

      (Commission File Number)  

    (IRS Employer
    Identification No.)

     

    520 Broad Street

    Newark, New Jersey

      07102
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: 212 658-1450

     

    Not Applicable

    (Former name or former address, if changed since last report.)

     

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company   ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

     

    Securities registered pursuant to Section 12(b)-2 of the Exchange Act:

     

    Title of each class   Trading Symbol  

    Name of each exchange on

    which registered

    Class B common stock, par value $0.1 per share   RFL   New York Stock Exchange
    Warrant to Purchase Class B common stock   RFL-W   NYSE American

     

     

     

     

     

    Item 8.01 Other Events.

     

    On May 20, 2025, Rafael Holdings, Inc. (the “Company”) issued a press release updating the description of the subscription rights for holders of its Public Warrants to purchase shares of Class B Common Stock in connection with its previously announced rights offering. Each Holder of a Public Warrant to purchase shares of Class B common stock is receiving .3525 of a non-transferable subscription right (corresponding to the ratio between Public Warrants and the portion of a share of Class B common stock for which each is exercisable). Accordingly, a holder of three (3) Public Warrants received a full subscription right. Each full subscription right entitles the Holder to purchase 0.603 of a share of Class B Common Stock at a subscription price of $1.28 per share.

     

    A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

      

    Item 9.01. Financial Statements and Exhibits

     

    (d) Exhibits.

     

    Exhibit No.   Document
    99.1   Press Release, dated May 20, 2025.
    104   Cover Page Interactive Data File, formatted in Inline XBRL document.

     

    1

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      RAFAEL HOLDINGS, INC.
         
      By: /s/ William Conkling
        Name: William Conkling
        Title: Chief Executive Officer
           
    Dated: May 20, 2025      

     

    2

     

     

    EXHIBIT INDEX

     

    Exhibit No.   Document
    99.1   Press Release, dated May 20, 2025.
    104   Cover Page Interactive Data File, formatted in Inline XBRL document.

     

     

    3

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