Rafael Holdings Completes Asset Acquisition/Disposition
Ticker: RFL · Form: 8-K · Filed: Mar 13, 2024 · CIK: 1713863
Sentiment: neutral
Topics: acquisition, disposition, assets
TL;DR
Rafael Holdings closed a deal on March 13, 2024 - check the 8-K for asset details.
AI Summary
On March 13, 2024, Rafael Holdings, Inc. filed an 8-K report indicating the completion of an acquisition or disposition of assets. The filing details financial statements and exhibits related to this event. The company, incorporated in Delaware, has its principal executive offices at 520 Broad Street, Newark, New Jersey.
Why It Matters
This filing signals a significant corporate event for Rafael Holdings, Inc., potentially impacting its asset base, financial structure, and future business operations.
Risk Assessment
Risk Level: medium — The completion of an acquisition or disposition of assets can introduce significant financial and operational risks, depending on the nature and scale of the transaction.
Key Players & Entities
- Rafael Holdings, Inc. (company) — Registrant
- March 13, 2024 (date) — Date of earliest event reported
- 520 Broad Street, Newark, New Jersey (location) — Principal executive offices
- Delaware (jurisdiction) — State of incorporation
FAQ
What specific assets were acquired or disposed of by Rafael Holdings, Inc.?
The filing indicates the completion of an acquisition or disposition of assets, but the specific details of the assets involved are not provided in this summary section of the 8-K.
What is the financial impact of this transaction on Rafael Holdings, Inc.?
The filing mentions financial statements and exhibits related to the transaction, but the specific financial impact is not detailed in the provided text.
When did the reported event (completion of acquisition/disposition) occur?
The earliest event reported, which is the completion of the acquisition or disposition of assets, occurred on March 13, 2024.
Where are Rafael Holdings, Inc.'s principal executive offices located?
Rafael Holdings, Inc.'s principal executive offices are located at 520 Broad Street, Newark, New Jersey, 07102.
Under which state is Rafael Holdings, Inc. incorporated?
Rafael Holdings, Inc. is incorporated in Delaware.
Filing Stats: 1,233 words · 5 min read · ~4 pages · Grade level 13.4 · Accepted 2024-03-13 16:30:28
Key Financial Figures
- $0.01 — tered Class B common stock, par value $0.01 per share RFL New York Stock Exchan
- $29.2 million — he Company: (i) converted approximately $29.2 million of outstanding debt owed to it by Corne
- $2.1 million — entered into in 2021, and approximately $2.1 million of outstanding debt owed to it by Corne
- $0.97 — Common Stock") at a conversion price of $0.97 per share, following a reverse split of
- $1.5 million — mon Stock; (iii) invested an additional $1.5 million in cash into Cornerstone by purchasing
- $21.9 million — to extend the maturity of approximately $21.9 million debt outstanding thereunder and limit t
Filing Documents
- ea0201667-8k_rafael.htm (8-K) — 30KB
- 0001213900-24-022185.txt ( ) — 199KB
- rfl-20240313.xsd (EX-101.SCH) — 3KB
- rfl-20240313_lab.xml (EX-101.LAB) — 33KB
- rfl-20240313_pre.xml (EX-101.PRE) — 22KB
- ea0201667-8k_rafael_htm.xml (XML) — 3KB
01 Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets. On March 13, 2024, Cornerstone Pharmaceuticals, Inc. (formerly known as Rafael Pharmaceuticals, Inc.), a clinical stage, cancer metabolism-based therapeutics company focused on the development and commercialization of therapies that exploit the metabolic differences between normal cells and cancer cells (" Cornerstone") consummated a restructuring of its outstanding debt and equity interests. Rafael Holdings, Inc. (the "Company"), directly and indirectly, held debt and preferred and common equity investments in Cornerstone. Following the restructuring, the Company indirectly holds certain debt interests in Cornerstone, and, directly and indirectly, owns or controls equity interests representing approximately 67.03% of Cornerstone's total outstanding equity. Cornerstone's Board of Directors currently consists of nine (9) members, including Howard Jonas (who serves as Chairman of the Board of Cornerstone and as its Acting Chief Executive Officer), the Company's Executive Chairman, the Company's Chief Executive Officer, William Conkling, and Howard Jonas' son-in-law, Shmuel Levinger. As part of the restructuring, the Company: (i) converted approximately $29.2 million of outstanding debt owed to it by Cornerstone under a line of credit agreement entered into in 2021, and approximately $2.1 million of outstanding debt owed to it by Cornerstone under a loan agreement entered into in May 2023, into 32,197,679 shares of common stock of Cornerstone ("Cornerstone Common Stock") at a conversion price of $0.97 per share, following a reverse split of Cornerstone's capital stock on a ten-for-one basis; (ii) converted its shares of preferred stock of Cornerstone ("Cornerstone Preferred Stock") into 6,067,306 shares of Cornerstone Common Stock; (iii) invested an additional $1.5 million in cash into Cornerstone by purchasing 1,546,391 shares of Common Stock at $0.97 per share, following a reverse split of Cornerstone'
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Not filed with this report. Pursuant to Item 9.01(a) of Form 8-K, the Registrant hereby undertakes to file the required Cornerstone Pharmaceuticals, Inc. financial statements by amendment to this report by May 23, 2024. (b) Pro Forma Financial Information. Not filed with this report. Pursuant to Items 9.01(b) of Form 8-K, the Registrant hereby undertakes to file the required Cornerstone Pharmaceuticals, Inc. financial statements by amendment to this report as soon as it is available and in any event by May 23, 2024.
SIGNATURES
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: March 13, 2024