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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): January 9, 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

 

 

 

 

 

 

Item 5.07 Submission of Maters to a Vote of Security Holders.

 

(a) Rafael Holdings, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 9, 2025 (the “Meeting”).

 

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

 

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

 

Nominee  Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For 
Susan Y. Bernstein   3,652,386    18,329    395    424,930    89.17 
Stephen M. Greenberg   3,536,870    133,843    396    424,930    86.35 
Howard S. Jonas   3,583,121    87,578    410    424,930    87.48 
Mark N. Stein   3,654,037    16,676    396    424,930    89.21 
Michael J. Weiss   3,519,625    151,103    382    424,930    85.93 

 

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2025.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For  Votes Against  Abstentions  Broker Non-Vote  % Votes For
4,093,319  1,937  783  0  99.93

 

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2021 Equity Incentive Plan that increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 750,000.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For  Votes Against  Abstentions  Broker Non-Vote  % Votes For
3,491,712  178,235  1,162  424,930  85.25

 

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: January 13, 2025

 

2

 

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Jan. 09, 2025
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Entity File Number 1-38411
Entity Registrant Name RAFAEL HOLDINGS, INC.
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Entity Tax Identification Number 82-2296593
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Entity Address, City or Town Newark
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