UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On June 22, 2022, Rafael Holdings, Inc. (the "Company") entered into a Stock Purchase Agreement (the "SPA") with I9 Plus, LLC ("I9 Plus"), an entity affiliated with members of the family of Howard S. Jonas, the Executive Chairman of the Company providing for the sale by the Company to I9 Plus of 3,225,806 shares of the Company's Class B common stock at a price per share of $1.86 (which was the greater of (1) the volume weighted average price for the Class B common stock on the New York Stock Exchange for the five trading days ending on June 21, 2022 (which are the five trading days beginning with the first full trading day following the date that the transaction was approved by the Board of Directors of the Company, and its Corporate Governance Committee which consists solely of independent members of the Board) and (2) the closing price of the Class B common stock on June 21, 2022 (the trading immediately preceding the date of the SPA)) for an aggregate purchase price of $6 million. The price per share is not lower than the "Minimum Price" under New York Stock Exchange Rule 312.04.
The consummation of the sale is expected to take place as promptly as practicable. The shares to be issued were approved for the listing on the New York Stock Exchange on July 1, 2022. The shares will be issued in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended.
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. | ||
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By: |
/s/ William Conkling | |
| William Conkling | ||
| Chief Executive Officer | ||
Dated: July 1, 2022