0001213900-19-014958.txt : 20190808 0001213900-19-014958.hdr.sgml : 20190808 20190808162139 ACCESSION NUMBER: 0001213900-19-014958 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190807 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20190808 DATE AS OF CHANGE: 20190808 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: 191009855 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 f8k080719_rafaelholdingsinc.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): August 7, 2019

 

 

 

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware    000-55863   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.   ☐

 

Securities registered pursuant to Section 12(b)-2 of the Exchange Act:

 

Title of each class   Trading Symbol  

Name of each exchange on

which registered

Class B common stock, par value $0.1 per share   RFL   NYSE American

  

 

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

As previously disclosed, on November 15, 2018, Howard Jonas entered into an agreement to purchase a convertible note from Rafael Holdings, Inc. (the “Company”) for $15 million.  The note, which was subsequently assigned by Mr. Jonas to the Howard S. Jonas 2017 Annuity Trust, and all accrued and unpaid interest thereon, was convertible into the Company’s Class B common stock at a price per share of $8.47. The note permitted the Company to cause conversion if the closing price of the Company’s Class B common stock on the NYSE American is 200% of the conversion price for at least thirty (30) consecutive trading days. That condition was satisfied, and on August 7, 2019, the Company caused the conversion of $15,667,375, the principal amount of note plus accrued but unpaid interest as of such date, into 1,849,749 shares of Class B common stock. The shares were issued in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

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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: August 8, 2019    

 

 

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