0001213900-19-000685.txt : 20190114 0001213900-19-000685.hdr.sgml : 20190114 20190114163445 ACCESSION NUMBER: 0001213900-19-000685 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190110 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190114 DATE AS OF CHANGE: 20190114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rafael Holdings, Inc. CENTRAL INDEX KEY: 0001713863 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 822296593 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55863 FILM NUMBER: 19525371 BUSINESS ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07120 BUSINESS PHONE: 973-438-1000 MAIL ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07120 8-K 1 f8k011019_rafaelholdings.htm CURRENT REPORT

 

 

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): January 10, 2019

 

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 5.07 Submission of Maters to a Vote of Security Holders.

 

(a)     Rafael Holdings, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 10, 2019 (the “Meeting”).

 

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement of the Company.

 

The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:

 

Nominee  Votes For   Votes Against   Abstentions   Broker
Non-Vote		   % Votes For 
Stephen M. Greenberg   3,118,890    10,521    1,489    0    99.62 
Howard S. Jonas   2,924,893    205,404    604    0    93.42 
Boris C. Pasche   3,118,956    10,445    1,499    0    99.62 
Michael J. Weiss   3,118,657    10,547    1,696    0    99.61 

 

 

(2)       A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of the sale by the Company to Howard S. Jonas of 1,254,200 shares of the Company’s Class B Common Stock at an aggregate purchase price of $8,641,438.

 

The number of votes cast with respect to this matter was as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Vote   % Votes For 
 3,119,216    10,398    1,286    0    99.63 

 

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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: January 14, 2019

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