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): October 15, 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: (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. ☐
Item 2.02. Results of Operations and Financial Condition.
On October 15, 2018, the Registrant posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter and fiscal year ended July 31, 2018. A copy of the earnings release concerning the foregoing results 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 2.02 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 unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
Document | |
99.1 | Press Release, dated October 15, 2018, reporting the results of operations for the fiscal quarter and fiscal year ended July 31, 2018. |
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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: October 15, 2018
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EXHIBIT INDEX
Exhibit |
Document | |
99.1 | Press Release, dated October 15, 2018, reporting the results of operations for the fiscal quarter and fiscal year ended July 31, 2018. |
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Exhibit 99.1
Rafael Holdings Reports Fourth Quarter and Full Fiscal Year 2018 Results
NEWARK, NJ – October 15, 2018: Rafael Holdings, Inc., (NYSE American: RFL), reported revenue of $1.2 million and a loss per share of $0.05 for the fourth quarter of its 2018 fiscal year. For the full fiscal year 2018, revenue was $4.4 million and the loss per share was $0.93.
Financial and Operational Highlights
(4Q18 results are compared to 4Q17 and FY 2018 results are compared to FY 2017)
● | On September 7th, Rafael Holdings’ CS Pharma subsidiary exercised a warrant for $10 million to purchase 8 million shares of Rafael Pharmaceuticals representing 13.5% of the shares currently outstanding. Rafael Holdings holds an effective 45% interest in CS Pharma; | |
● | 4Q18 revenue of $1.2 million compared to $1.6 million; FY 2018 revenue of $4.4 million compared to $5.6 million; | |
● | 4Q18 loss from operations of $1.2 million compared to income from operations of $100 thousand. FY 2018 loss from operations of $3.8 million compared to income from operations of $221 thousand; | |
● | 4Q18 loss per share of $0.05 compared to a loss of $0.01. FY 2018 loss per share of $0.93 compared to income per share of $0.01. |
Remarks by Howard Jonas, Chairman and CEO of Rafael Holdings
“Rafael Holdings, through our CS Pharma subsidiary purchased an equity stake in Rafael Pharmaceuticals following the quarter close by exercise of warrants. The investment reflects our continued excitement in the potential of Rafael Pharmaceuticals and our interest in ensuring that Rafael Pharmaceuticals has adequate resources to execute on its clinical trial programs, including its global, randomized, pivotal Phase III trials for patients with Stage IV metastatic pancreatic cancer and relapsed/refractory AML.
“LipoMedix continues to make progress on pre-clinical and clinical trial programs of Promitil, its flagship prodrug.
“On the real estate side of our business, we are working to optimize the value of our assets including our 20-story commercial property and associated garage in Newark, New Jersey.”
About Rafael Holdings, Inc.:
Rafael Holdings holds commercial real estate assets and interests in two clinical stage, oncology focused pharmaceutical companies. The real estate holdings include 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 of which are focused on development and commercialization of drugs in the oncology space.
Contact:
Rafael Holdings
David Polinsky
Chief Financial Officer
P: (212) 658-1450
E: invest@rafaelholdings.com
RAFAEL HOLDINGS, INC.
CONSOLIDATED AND COMBINED BALANCE SHEETS
(in thousands)
July 31, | 2018 | 2017 | ||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 15,803 | $ | 11,756 | ||||
Trade accounts receivable, net of allowance for doubtful accounts of $82 at July 31, 2018 and 2017 | 287 | 264 | ||||||
Marketable securities | 24,701 | — | ||||||
Due from Rafael Pharmaceuticals | 3,300 | — | ||||||
Prepaid expenses and other current assets | 421 | 147 | ||||||
Total current assets | 44,512 | 12,167 | ||||||
Property and equipment, net | 50,113 | 51,160 | ||||||
Investments – Rafael Pharmaceuticals | 13,300 | 11,700 | ||||||
Investments – Other Pharmaceuticals | 2,000 | 1,778 | ||||||
Investments – Hedge Funds | 4,218 | — | ||||||
Deferred income tax assets, net | — | 8,859 | ||||||
Patents | 324 | — | ||||||
In-process research and development | 1,327 | — | ||||||
Other assets | 1,126 | 540 | ||||||
Total assets | $ | 116,920 | $ | 86,204 | ||||
Liabilities and equity | ||||||||
Current liabilities: | ||||||||
Trade accounts payable | $ | 367 | $ | 115 | ||||
Accrued expenses | 500 | 213 | ||||||
Other current liabilities | 24 | 35 | ||||||
Total current liabilities | 892 | 363 | ||||||
Due to related parties | 276 | 23,693 | ||||||
Other liabilities | 188 | 70 | ||||||
Total liabilities | 1,355 | 24,126 | ||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
Rafael Holdings, Inc. stockholders’/members’ equity: | ||||||||
Group equity | — | 50,427 | ||||||
Class A common stock, $0.01 par value; authorized shares – 50,000,000; 787,163 and nil shares issued and outstanding as of July 31, 2018 and 2017, respectively | 8 | — | ||||||
Class B common stock, $0.01 par value; authorized shares – 200,000,000; 11,762,346 and nil shares issued and outstanding as of July 31, 2018 and, 2017, respectively | 118 | — | ||||||
Additional paid in capital | 103,636 | — | ||||||
Accumulated deficit | (1,108 | ) | — | |||||
Accumulated other comprehensive income | 4,043 | 2,316 | ||||||
Total Rafael Holdings, Inc. stockholders’/members’ equity | 106,697 | 52,743 | ||||||
Noncontrolling interests | 8,868 | 9,335 | ||||||
Total equity | 115,565 | 62,078 | ||||||
Total liabilities and equity | $ | 116,920 | $ | 86,204 |
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RAFAEL HOLDINGS, INC.
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Fiscal Years ended July 31, | 2018 | 2017 | 2016 | |||||||||
Revenues: | ||||||||||||
Rental – Third Party | $ | 1,275 | $ | 989 | $ | 746 | ||||||
Rental – Related Party | 2,223 | 3,705 | 3,729 | |||||||||
Parking | 873 | 924 | 1,114 | |||||||||
Total revenues | 4,371 | 5,618 | 5,589 | |||||||||
Costs and expenses: | ||||||||||||
Selling, general and administrative | 5,519 | 3,728 | 2,754 | |||||||||
Research & development | 995 | — | — | |||||||||
Depreciation and amortization | 1,698 | 1,669 | 1,643 | |||||||||
(Loss) income from operations | (3.841 | ) | 221 | 1,192 | ||||||||
Interest income | (16 | ) | (10 | ) | 20 | |||||||
Net (gains) losses resulting from foreign exchange transactions | (32 | ) | (86 | ) | 13 | |||||||
Net gains on sales of marketable securities | (12 | ) | — | — | ||||||||
Net loss on equity investments | 104 | — | — | |||||||||
Gain on disposal of bonus shares | (246 | ) | — | — | ||||||||
Other expenses, net | — | 113 | — | |||||||||
(Loss) income before income taxes | (3,639 | ) | 204 | 1,159 | ||||||||
Provision for income taxes | 8,437 | 66 | 449 | |||||||||
Net (loss) income | (12,076 | ) | 138 | 710 | ||||||||
Net loss attributable to noncontrolling interests | (427 | ) | — | — | ||||||||
Net (loss) income attributable to Rafael Holdings, Inc. | $ | (11,649 | ) | $ | 138 | $ | 710 | |||||
(Loss) earnings per share attributable to Rafael Holdings, Inc. common stockholders: | ||||||||||||
Basic | $ | (0.93 | ) | $ | 0.01 | $ | 0.06 | |||||
Diluted | $ | (0.93 | ) | $ | 0.01 | $ | 0.06 | |||||
Weighted average number of shares used in calculation of (loss) earnings per share: | ||||||||||||
Basic | 12,485 | 12,485 | 12,485 | |||||||||
Diluted | 12,485 | 12,485 | 12,485 |
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