RFL Rafael Holdings Inc

 

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): February 4, 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 1.01 Entry into a Material Definitive Agreement.

 

On August 21, 2024, Rafael Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”), by and among the Company; Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”); Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“First Merger Sub”); and Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“Second Merger Sub”), pursuant to which: (i) First Merger Sub will merge with and into the Cyclo, with Cyclo being the surviving entity (the “First Merger”), and (ii) immediately following the First Merger, Cyclo will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the subsequent merger (the “Second Merger” and together with the First Merger, the “Merger”). The Merger is subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement and the approval of the Company’s and Cyclo’s respective stockholders. The Company is the holder of approximately 39.5% of the Cyclo’s outstanding common stock, par value $0.0001 per share (the “Common Stock”).

 

In connection with the Merger, the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) on October 9, 2024, as amended on November 22, 2024, December 20, 2024 and January 10, 2025 (File Number 333-282558) (the “Form S-4”). The Merger Agreement provides that it may terminate or be terminated in certain circumstances, including in the event that the SEC has not declared the Form S-4 effective under the Securities Act of 1933, as amended (the “Securities Act”) by February 15, 2025 (the “Merger Agreement End Date”). On February 4, 2025, the Company and Cyclo entered into an Amendment No. 2 to Agreement and Plan of Merger (the “Amendment No. 2 to Merger Agreement”), pursuant to which the Merger Agreement End Date was extended from February 15, 2025 to March 31, 2025.

 

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of (i) the Merger Agreement, which the Company filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on August 22, 2024, and (ii) the Amendment to Agreement and Plan of Merger, dated December 18, 2024, by and between the Company and Cyclo, which the Company attached as Annex A-2 to Amendment No. 2 to the Form S-4 Registration Statement filed with the SEC on December 20, 2024. The foregoing description of the Amendment No. 2 to Merger Agreement is qualified in its entirety by reference to the actual terms thereof contained in the Amendment No. 2 to Merger Agreement, which is being filed as Exhibit 2.1 to this Current Report on Form 8-K, and such terms are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Document
2.1		Amendment No. 2 to Agreement and Plan of Merger dated as of February 4, 2025 by and among the Company and Cyclo.
104		Cover Page Interactive Data File, formatted in Inline XBRL document.

 

 

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: February 10, 2025

 

 

EXHIBIT INDEX

 

Exhibit Number		Document
2.1		Amendment No. 2 to Agreement and Plan of Merger dated as of February 4, 2025 by and among the Company and Cyclo.
104		Cover Page Interactive Data File, formatted in Inline XBRL document.

 

 

3

Exhibit 2.1

 

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

 

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of February 4, 2025, is entered into by and among, RAFAEL HOLDINGS, INC., a Delaware corporation (“Parent”), TANDEM THERAPEUTICS, INC., a Nevada corporation and a wholly-owned subsidiary of Parent (“First Merger Sub”), TANDEM THERAPEUTICS, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Parent (“Second Merger Sub”), and CYCLO THERAPEUTICS, INC., a Nevada corporation (the “Company”).

 

RECITALS

 

WHEREAS, Parent, First Merger Sub, Second Merger Sub and the Company are parties to an Agreement and Plan of Merger, dated as of August 21, 2024, and an Amendment to Agreement and Plan of Merger, dated as of December 18, 2024 (as so amended, the “Merger Agreement”);

 

WHEREAS, the Merger Agreement provides that it may terminate or be terminated in certain circumstances including by either Parent or the Company if the Merger shall not have been consummated by the End Date; and

 

WHEREAS, the parties have agreed to extend the End Date of the Merger Agreement from February 15, 2025 to March 31, 2025 as set forth below.

 

Capitalized terms used but not defined in this Amendment have the meanings set forth in the Merger Agreement.

 

NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

AGREEMENTS

 

1. Amendment. The Merger Agreement shall be amended to revise the definition of “End Date” therein to read as follows: “End Date” shall mean March 31, 2025.”

 

2. Continuing Effectiveness of the Merger Agreement. Except to the extent amended hereby, the Merger Agreement and all terms, conditions and provisions thereof shall continue in full force and effect in all respects.

 

3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same instrument.

 

4. Miscellaneous. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws principles.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

 

COMPANY:	CYCLO THERAPEUTICS, INC.
	By:	/s/ N. Scott Fine
	Name:	N. Scott Fine
	Title:	Chief Executive Officer

   

PARENT:	RAFAEL HOLDINGS, INC.
	By:	/s/ William Conkling
	Name:	William Conkling
	Title:	Chief Executive Officer

  

FIRST MERGER SUB:	TANDEM THERAPEUTICS, INC.
	By:	/s/ David Polinsky
	Name:	David Polinsky
	Title:	President

 

SECOND MERGER SUB:	TANDEM THERAPEUTICS, LLC
	By:	/s/ David Polinsky
	Name:	David Polinsky
	Title:	Authorized Person

  

[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]

 

 

 

v3.25.0.1

Cover	Feb. 04, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 04, 2025
Entity File Number	1-38411
Entity Registrant Name	RAFAEL HOLDINGS, INC.
Entity Central Index Key	0001713863
Entity Tax Identification Number	82-2296593
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	520 Broad Street
Entity Address, City or Town	Newark
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07102
City Area Code	212
Local Phone Number	658-1450
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B common stock, par value $0.1 per share
Trading Symbol	RFL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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