8-K

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): September 5, 2018

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: (973) 438-1000

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. ☐

Item 7.01. Regulation FD

On September 7, 2018, the Registrant posted the attached release (the “Release”) to the investor relations page of the Registrant’s website (www.rafaelholdings.com) announcing that on September 5, 2018, a non-operating subsidiary of Rafael Holdings, Inc. (the “Registrant”), partially exercised the Warrant (the “Warrant”) to purchase Series D Convertible Preferred Stock of Rafael Pharmaceuticals, Inc. (“Rafael Pharmaceuticals”) held by certain subsidiaries of the Registrant. CS Pharma Holdings, LLC (“CS Pharma”), purchased 8.0 million shares of Rafael Pharmaceuticals’ Series D Convertible Preferred Stock for $10 million representing approximately 7.9% of the equity on a fully-diluted basis (excluding the remainder of the Warrant) of Rafael Pharmaceuticals.

Rafael Pharmaceuticals is a clinical stage, oncology-focused pharmaceutical company committed to the development and commercialization of therapies that exploit the metabolic differences between normal cells and cancer cells. The Registrant owns 90% of a non-operating subsidiary, IDT-Rafael Holdings, LLC (“IDT-Rafael Holdings”). Among other assets, IDT-Rafael Holdings holds 50% of CS Pharma. The Warrant is exercisable for up to 56% of the equity of Rafael Pharmaceuticals. The right to exercise the first $10,000,000 worth of the Warrant was held by CS Pharma, and the remainder of the rights in Rafael Pharmaceutical is held directly by IDT-Rafael Holdings.

The proceeds from the partial exercise of the Warrant will be used by Rafael Pharmaceuticals to pay expenses related to its Phase III clinical trials of its CPI-613 flagship compound and other phases of trials and research as well as for general corporate purposes.

A copy of the Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

Item 8.01. Other Events.

The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Document
99.1	Release, dated September 7, 2018

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/  David Polinsky
	Name: David Polinsky
	Title: Chief Financial Officer

Dated: September 7, 2018

2

EXHIBIT INDEX

Exhibit Number	Document
99.1	Release, dated September 7, 2018

3

EX-99.1

Exhibit 99.1

 

Rafael Holdings Increases Stake in Rafael Pharma

Investment will provide Rafael Pharma with funding toward clinical trials of CPI-613 in both
pancreatic cancer and acute myeloid leukemia (AML) patients

NEWARK, NJ – September 7, 2018: Rafael Holdings, Inc. (NYSE American: RFL) today announced that, through a subsidiary, it has partially exercised a warrant to purchase preferred equity in Rafael Pharmaceuticals, Inc (“Rafael Pharma”), a clinical stage, metabolic oncology-therapeutics company which is developing innovative, highly selective and well tolerated anti-cancer agents.

“We see real promise in Rafael Pharma’s lead therapeutic compound, CPI-613 - as well as in other molecules under development in Rafael Pharma’s Altered Energy Metabolism Directed platform,” said Howard Jonas, Chairman and CEO of Rafael Holdings. “We are excited to continue our investment in this promising approach to some of the most difficult-to-treat cancers.”

“Rafael Pharma anticipates initiating Phase III clinical trials with CPI-613 in patients with pancreatic cancer and in patients with relapsed/refractory AML,” said Sanjeev Luther, Rafael Pharmaceutical’s President and Chief Executive Officer. “This investment will help us to execute on our clinical trial programs and hopefully move us closer to bringing CPI-613 to patients in need.”

CS Pharma Holdings, LLC (“CS Pharma”), in which Rafael Holdings owns an effective 45% interest, partially exercised a warrant to purchase 8 million shares of Rafael Pharmaceuticals’ Series D Convertible Preferred Stock for $10 million representing approximately 7.9% of the equity on a fully-diluted basis (excluding the remainder of the warrant) of Rafael Pharmaceuticals. The warrant in full is exercisable for up to 56% of the fully diluted equity of Rafael Pharmaceuticals. The right to exercise the first $10 million of the warrant was held by CS Pharma. The remainder of the warrant is held by a Rafael Holdings 90%-owned subsidiary.

Rafael Pharma plans to utilize the proceeds from the investment to advance its clinical trial programs, research and develop additional molecules from its Altered Energy Metabolism Directed platform and for general corporate purposes.

All statements above that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors. Our filings with the SEC provide detailed information on such statements and risks, and should be consulted along with this release. To the extent permitted under applicable law, Rafael Holdings, Inc. assumes no obligation to update any forward-looking statements.

About Rafael Holdings, Inc.:

Rafael Holdings holds commercial real estate assets and interests in two clinical stage pharmaceutical companies. The real estate holdings consist of properties in Newark and Piscataway, New Jersey and Jerusalem, Israel. The pharmaceutical holdings consist of interests in Rafael Pharmaceuticals, Inc. and a majority stake in Lipomedix Pharmaceuticals Ltd. Both are focused on development and commercialization of drugs in the oncology space. For more information, visit www.rafaelholdings.com

Contact:
Rafael Holdings

David Polinsky

Chief Financial Officer

P: (212) 658-1450

E: invest@rafaelholdings.com

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