Rafael Holdings Enters Material Definitive Agreement

TL;DR

Rafael Holdings just signed a big deal, watch their financials.

AI Summary

On August 21, 2024, Rafael Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. The company, incorporated in Delaware with its principal executive offices in Newark, New Jersey, filed this 8-K report to disclose this significant event.

Why It Matters

This filing indicates a new financial commitment or obligation for Rafael Holdings, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risks and uncertainties for a company.

Key Players & Entities

• Rafael Holdings, Inc. (company) — Registrant
• August 21, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Newark, New Jersey (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.1 — tered Class B common stock, par value $0.1 per share RFL New York Stock Exchan
• $0.01 — uance of Rafael's Class B Common Stock, $0.01 par value per share ("Rafael Class B Co
• $3,000,000.00 — missory note in the principal amount of $3,000,000.00. The principal amount of the convertibl

Filing Documents

• ea0212085-8k425_rafael.htm (8-K) — 66KB
• ea021208501ex2-1_rafael.htm (EX-2.1) — 602KB
• ea021208501ex10-1_rafael.htm (EX-10.1) — 44KB
• ea021208501ex10-2_rafael.htm (EX-10.2) — 56KB
• ea021208501ex10-3_rafael.htm (EX-10.3) — 51KB
• ea021208501ex99-1_rafael.htm (EX-99.1) — 18KB
• ex2-1_001.jpg (GRAPHIC) — 624KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-071659.txt ( ) — 2076KB
• rfl-20240821.xsd (EX-101.SCH) — 3KB
• rfl-20240821_lab.xml (EX-101.LAB) — 33KB
• rfl-20240821_pre.xml (EX-101.PRE) — 22KB
• ea0212085-8k425_rafael_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On August 21, 2024, Rafael Holdings, Inc. ("Rafael" or the "Parent"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among: Rafael; Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Rafael ("First Merger Sub"); Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Rafael ("Second Merger Sub" and together with First Merger Sub, the "Merger Subs"); and Cyclo Therapeutics, Inc., a Nevada corporation ("Cyclo"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement, which is annexed to this Current Report on Form 8-K as Exhibit 2.1. The Merger Agreement and the transactions contemplated thereby were unanimously approved by Rafael's and Cyclo's boards of directors (the "Boards"). The Merger Agreement also requires approval of Cyclo's stockholders and the issuance of Rafael's Class B Common Stock, $0.01 par value per share ("Rafael Class B Common Stock") in the Business Combination (as defined below) requires approval by Rafael's stockholders. Upon such approvals and satisfaction or waiver of all other conditions set forth in the Merger Agreement and the effectiveness of a registration statement on Form S-4 to register the shares of Rafael Class B Common Stock of Rafael to be issued in the Business Combination based on an exchange ratio (an illustration of which is set forth as Schedule 5 to the Merger Agreement) valuing Cyclo shares at $.95 per share and Rafael at its cash value combined with the value of its marketable securities and certain other investments less current liabilities (of Parent on an unconsolidated basis), the Business Combination will be consummated. The foregoing and following description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained under the heading " Second Amended and Restated Note Purchase Agreement " in Item 1.01 above is hereby incorporated by reference into this Item 2.03. 4

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 22, 2024, Cyclo and Rafael issued a joint press release announcing the execution of the Merger Agreement. The joint press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Important Information about the Business Combination and Where to Find It In connection with the proposed Business Combination, Rafael intends to file with the SEC the Form S-4, (the "Registration Statement"), which will include a joint preliminary proxy will be both the proxy statement to be distributed to holders of shares of Rafael Class A Common Stock and Rafael Class B Common Stock in connection with Rafael' and Cyclo's solicitation of proxies for the vote by Rafael' and Cyclo's stockholders with respect to the Business Combination, the issuance of the Rafael Class B Common Stock, and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of Rafael to be issued in the Business Combination. Rafael' and Cyclo's stockholders and other interested persons are advised to read, when available, the joint preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed Business Combination, as these materials will

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Rafael' and Cyclo's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Rafael' and Cyclo's expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Rafael' and Cyclo's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the ability of the parties to meet the closing conditions in the Merger Agreement, including due to failure to obtain the required approvals of the stockholders of Rafael and Cyclo or failure to satisfy other conditions to closing in the Merger Agreement; (2) the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against Rafael or Cyclo following the announcement of the Merger Agreement and the transactions contemplated thereby, that could give rise to the termination of the Merger Agreement or could otherwise cause the transa

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of August 21, 2024, by and among Rafael, Cyclo, First Merger Sub and Second Merger Sub 10.1 Form of Lock-Up Agreement 10.2 Form of Voting Agreement 10.3 Form of Support Agreement 99.1 Joint Press Release, dated August 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The schedules and exhibits to this document have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. Rafael may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. 6

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: August 22, 2024 7 EXHIBIT INDEX Exhibit No. Document 2.1 Agreement and Plan of Merger, dated as of August 21, 2024, by and among Rafael, Cyclo, First Merger Sub and Second Merger Sub 10.1 Form of Lock-Up Agreement 10.2 Form of Voting Agreement 10.3 Form of Support Agreement 99.1 Joint Press Release, dated August 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 8

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View this 8-K filing on SEC EDGAR