UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
for
the quarterly period ended
or
Commission
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(Exact name of registrant as specified in its charter)
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Smaller reporting company | |
| Emerging growth company |
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| Class A common stock, par value $0.01 per share: | |
| Class B common stock, par value $0.01 per share: |
RAFAEL HOLDINGS, INC.
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RAFAEL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share data)
| April 30, 2023 | July 31, 2022 | |||||||
| ASSETS | Note 2 | |||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Available-for-sale securities | ||||||||
| Interest receivable | ||||||||
| Convertible note receivable, related party | ||||||||
| Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Assets held-for-sale | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Investments – Other Pharmaceuticals | ||||||||
| Investments – Hedge Funds | ||||||||
| Investment - Day Three | ||||||||
| In-process research and development and patents | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Other current liabilities | ||||||||
| Due to related parties | ||||||||
| Note payable, net of debt issuance costs, held-for-sale | ||||||||
| Total current liabilities | ||||||||
| Other liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| EQUITY | ||||||||
| Class A common stock, $ | ||||||||
| Class B common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss related to unrealized loss on available-for-sale securities | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income related to foreign currency translation adjustment | ||||||||
| Total equity attributable to Rafael Holdings, Inc. | ||||||||
| Noncontrolling interests | ( | ) | ( | ) | ||||
| TOTAL EQUITY | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
See accompanying notes to the unaudited consolidated interim financial statements.
1
RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited, in thousands, except share and per share data)
| Three Months Ended April 30, | Nine Months Ended April 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| REVENUE | ||||||||||||||||
| Rental – Third Party | $ | $ | $ | $ | ||||||||||||
| Rental – Related Party | ||||||||||||||||
| Other – Related Party | ||||||||||||||||
| Total revenue | ||||||||||||||||
| COSTS AND EXPENSES | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Provision for loss on receivable from Cornerstone Pharmaceuticals pursuant to line of credit | ||||||||||||||||
| Provision for losses on related party receivables | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Impairment of investments - Other Pharmaceuticals | ( | ) | ( | ) | ||||||||||||
| Impairment of cost method investment - Cornerstone Pharmaceuticals | ( | ) | ||||||||||||||
| Realized gain (loss) on available-for-sale securities | ( | ) | ( | ) | ||||||||||||
| Unrealized gain (loss) on investments - Hedge Funds | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss from continuing operations before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Benefit from (provision for) income taxes | ( | ) | ( | ) | ||||||||||||
| Equity in loss of RP Finance | ( | ) | ||||||||||||||
| Consolidated net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Discontinued Operations (Note 3) | ||||||||||||||||
| Loss from discontinued operations related to 520 Property | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain on disposal of 520 Property | ||||||||||||||||
| (Loss) income from discontinued operations | ( | ) | ( | ) | ||||||||||||
| Consolidated net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to Rafael Holdings, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||
| Consolidated net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Unrealized loss on available-for-sale securities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive (loss) income attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ||||||||||
| Total comprehensive loss attributable to Rafael Holdings, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share attributable to common stockholders | ||||||||||||||||
| Basic and diluted: | ||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| ( | ) | $ | ( | ) | ||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Weighted average number of shares used in calculation of loss per share | ||||||||||||||||
See accompanying notes to the unaudited consolidated interim financial statements.
2
RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited, in thousands, except share data)
| Three Months Ended April 30, 2023 | ||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||
| Common Stock, Series A | Common Stock, Series B | Additional paid-in | Accumulated | other comprehensive | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | deficit | Income | interests | Equity | ||||||||||||||||||||||||||||
| Balance at January 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Net loss for the three months ended April 30, 2023 | — | — | — | — | — | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Shares withheld for payroll taxes | — | — | ( | ) | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||||||||
| Unrealized loss on available-for-sale securities | — | — | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||
| Acquisition of additional ownership interest in LipoMedix | — | — | — | — | — | — | ( | ) | — | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||
| Balance at April 30, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Nine Months Ended April 30, 2023 | ||||||||||||||||||||||||||||||||||||
| Common Stock, Series A | Common Stock, Series B | Additional paid-in- | Accumulated | Accumulated other comprehensive | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | deficit | income | interests | Equity | ||||||||||||||||||||||||||||
| Balance at August 1, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Net loss for the nine months ended April 30, 2023 | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock | — | — | ( | ) | ( | ) | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||
| Shares withheld for payroll taxes | — | — | ( | ) | ( | ) | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||
| Unrealized loss on available-for-sale securities | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Acquisition of additional ownership interest in LipoMedix | — | — | ( | ) | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at April 30, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
See accompanying notes to the unaudited consolidated interim financial statements.
3
RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited, in thousands, except share data)
| Three Months Ended April 30, 2022 | ||||||||||||||||||||||||||||||||||||
| Common Stock, Series A | Common Stock, Series B | Additional paid-in- | Accumulated | Accumulated other comprehensive | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | deficit | income | interests | Equity | ||||||||||||||||||||||||||||
| Balance at January 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Net loss for the three months ended April 30, 2022 | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock | ( | ) | ||||||||||||||||||||||||||||||||||
| Shares withheld for payroll taxes | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale securities | — | — | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||
| Balance at April 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Nine Months Ended April 30, 2022 | ||||||||||||||||||||||||||||||||||||
| Common Stock, Series A | Common Stock, Series B | Additional paid-in- | Accumulated | Accumulated other comprehensive | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | deficit | income | interests | Equity | ||||||||||||||||||||||||||||
| Balance at July 31, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||
| Net loss for the nine months ended April 30, 2022 | — | — | — | — | — | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock | — | — | ( | ) | ( | ) | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||
| Common stock sold to investors | ||||||||||||||||||||||||||||||||||||
| Transaction costs incurred in connection with sale of common stock | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Common stock sold to related party | ||||||||||||||||||||||||||||||||||||
| Acquisition of additional ownership interest in LipoMedix | — | — | — | — | — | — | ( | ) | — | |||||||||||||||||||||||||||
| Shares withheld for payroll taxes | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Unrealized loss on available-for-sale securities | — | — | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance at April 30, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||
See accompanying notes to the unaudited consolidated interim financial statements.
4
RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| Nine Months Ended April 30, | ||||||||
| 2023 | 2022 | |||||||
| Operating activities | ||||||||
| Consolidated net loss | $ | ( | ) | $ | ( | ) | ||
| Less: Income (loss) from discontinued operations | ( | ) | ||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile consolidated net loss to net cash used in operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Net unrealized (gain) loss on investments - Hedge Funds | ( | ) | ||||||
| Realized (gain) loss on available-for-sale securities | ( | ) | ||||||
| Amortization of discount on available-for-sale securities | ( | ) | ||||||
| Impairment of investments - Other Pharmaceuticals | ||||||||
| Impairment of cost method investment - Cornerstone Pharmaceuticals | ||||||||
| Provision for loss on receivable from Cornerstone Pharmaceuticals pursuant to line of credit | ||||||||
| Equity in loss of RP Finance | ||||||||
| Provision for losses on related party receivables | ||||||||
| Provision for doubtful accounts | ( | ) | ||||||
| Stock-based compensation, net | ( | ) | ||||||
| Amortization of debt discount | ||||||||
| Change in assets and liabilities, net of effects from discontinued operations: | ||||||||
| Trade accounts receivable | ( | ) | ( | ) | ||||
| Interest receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Other current liabilities | ||||||||
| Due to related parties | ( | ) | ( | ) | ||||
| Due from Cornerstone Pharmaceuticals | ( | ) | ||||||
| Other liabilities | ||||||||
| Net cash used in continuing operations | ( | ) | ( | ) | ||||
| Net cash used in discontinued operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Payment to Cornerstone Pharmaceuticals pursuant to Line of Credit | ( | ) | ||||||
| Purchases of property and equipment | ( | ) | ||||||
| Payment to fund RP Finance Line of Credit | ( | ) | ||||||
| Purchases of available-for-sale securities | ( | ) | ( | ) | ||||
| Proceeds from the sale and maturities of available-for-sale securities | ||||||||
| Issuance of convertible note receivable, related party | ( | ) | ||||||
| Purchase of Investment in Day Three | ( | ) | ||||||
| Net cash used in investing activities of continuing operations | ( | ) | ( | ) | ||||
| Proceeds from sale of 520 Property - discontinued operations | ||||||||
| Payment of transaction costs for sale of 520 Property - discontinued operations | ( | ) | ||||||
| Purchases of property and equipment - discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) investing activities of discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Financing activities | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Payment of transaction costs incurred in connection with sale of common stock | ( | ) | ||||||
| Payments for taxes related to shares withheld for employee taxes | ( | ) | ( | ) | ||||
| Net cash (used in) provided by continuing operations | ( | ) | ||||||
| Payment of Note Payable in connection with sale of 520 Property - discontinued operations | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Non-cash supplemental disclosure | ||||||||
| Acquisition of additional ownership interest in LipoMedix | $ | $ | ||||||
See accompanying notes to the unaudited consolidated interim financial statements.
5
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – DESCRIPTION OF BUSINESS
Description of Business
Rafael Holdings, Inc. (NYSE:RFL), (“Rafael Holdings”, “we” or the “Company”), a Delaware corporation, is a holding company with interests in clinical and early-stage pharmaceutical companies (the “Pharmaceutical Companies”), including an investment in Cornerstone Pharmaceuticals, Inc., formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company, a majority equity interest in LipoMedix Pharmaceuticals Ltd. (“LipoMedix”), a clinical stage pharmaceutical company, the activities of the Barer Institute Inc. (“Barer”), a wholly-owned preclinical cancer metabolism research operation, and Rafael Medical Devices, Inc., a wholly-owned orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries (“Rafael Medical Devices” and together with the Pharmaceutical Companies, the “Healthcare Companies”). In November 2022, the Company resolved to curtail its early-stage development efforts, including pre-clinical research at Barer. The decision was taken to reduce spending as the Company focuses on exploring strategic opportunities. The Company’s primary focus is to invest in, fund, and develop novel cancer therapies. We further seek to expand our portfolio through opportunistic investments in therapeutics which address high unmet medical needs including through acquisitions and strategic investments. Furthermore, in light of current market, macroeconomic, and industry conditions, the Company has determined to seek out, evaluate, and potentially invest in areas within and beyond biopharma.
Historically, the Company owned multiple real estate assets. In 2020, the Company sold an office building located in Piscataway, New Jersey and, on August 22, 2022, the Company sold the building at 520 Broad Street in Newark, New Jersey that serves as headquarters for the Company and several tenants and an associated public garage (the “520 Property”). See Note 3 for further details on the sale transaction. Currently, the Company holds a portion of a commercial building in Jerusalem, Israel as its remaining real estate asset.
The Company holds debt and equity investments in Cornerstone Pharmaceuticals that includes preferred and common equity interests and a warrant to purchase additional equity. On June 17, 2021, the Company entered into a merger agreement to acquire full ownership of Cornerstone Pharmaceuticals in exchange for issuing Company Class B common stock to the other stockholders of Cornerstone Pharmaceuticals. On October 28, 2021, the Company announced that the AVENGER 500 Phase 3 clinical trial for CPI-613® (devimistat), Cornerstone Pharmaceuticals’ lead product candidate, did not meet its primary endpoint of significant improvement in overall survival in patients with metastatic adenocarcinoma of the pancreas. In addition, following a pre-specified interim analysis, the independent data monitoring committee for the ARMADA 2000 Phase 3 study for devimistat recommended the trial to be stopped due to a determination that it was unlikely to achieve the primary endpoint (the “Data Events”). In connection with the preparation of the Company’s financial statements for the first quarter ended October 31, 2021, accounting principles generally accepted in the United States of America (“U.S. GAAP”) required that the Company assess the impact of the Data Events and determine whether the carrying values of the Company’s assets were impaired based upon the Company’s expectations to realize future value. In light of the Data Events, the Company concluded that the likelihood of further development of and prospects for CPI-613 is uncertain and fully impaired in the first quarter ended October 31, 2021 the value of its loans, receivables, and investment in Cornerstone Pharmaceuticals based upon its valuation of Cornerstone Pharmaceuticals. On February 2, 2022, the Company terminated the Merger Agreement with Cornerstone Pharmaceuticals, effective immediately, in accordance with its terms. Subsequently, on February 2, 2022, the Company withdrew its Registration Statement on Form S-4 related to the proposed Merger.
In 2019, the Company established Barer, a preclinical cancer metabolism research operation, to focus on developing a pipeline of novel therapeutic compounds, including compounds to regulate cancer metabolism with potentially broader application in other indications beyond cancer. Barer has been comprised of scientists and academic advisors that are experts in cancer metabolism, chemistry, and drug development. In addition to its own internal discovery efforts, Barer pursued collaborative research agreements and in-licensing opportunities with leading scientists from top academic institutions. Barer’s subsidiary, Farber Partners, LLC (“Farber”), was formed around one such agreement with Princeton University’s Office of Technology Licensing for technology from the laboratory of Professor Joshua Rabinowitz, in the Department of Chemistry, Princeton University, for an exclusive worldwide license to its SHMT (serine hydroxymethyltransferase) inhibitor program. In November 2022, the Company resolved to curtail its early-stage development efforts, including pre-clinical research at the Barer Institute.
6
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The
Company also holds a
The “Company” in these consolidated financial statements refers to Rafael Holdings and its subsidiaries on a consolidated basis. The accompanying consolidated financial statements reflect the activity related to the 520 Property as discontinued operations.
All majority-owned subsidiaries are consolidated with all intercompany transactions and balances eliminated in consolidation. In addition to Rafael Holdings, Inc., the subsidiaries included in these consolidated financial statements are as follows:
| Company | Country of Incorporation | Percentage Owned | ||||
| Rafael Holdings, Inc. | % | |||||
| Broad Atlantic Associates, LLC | % | |||||
| IDT R.E. Holdings Ltd. | % | |||||
| Rafael Holdings Realty, Inc. | % | |||||
| Barer Institute, Inc. | %* | |||||
| The Barer Institute, LLC | %* | |||||
| Hillview Avenue Realty, JV | % | |||||
| Hillview Avenue Realty, LLC | % | |||||
| Rafael Medical Devices, Inc. | % | |||||
| Levco Pharmaceuticals Ltd. | %*** | |||||
| Farber Partners, LLC | % | |||||
| Pharma Holdings, LLC | % | |||||
| LipoMedix Pharmaceuticals Ltd. | %**** | |||||
| Altira Capital & Consulting, LLC | % | |||||
| CS Pharma Holdings, LLC | %** | |||||
| * |
| ** |
| *** |
| **** |
On March 15, 2022, the Company dissolved IDT 225 Old NB Road, LLC.
7
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included.
The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal year 2022 refers to the fiscal year ended July 31, 2022).
Operating results for the three and nine months ended April 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2023. The balance sheet at July 31, 2022 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2022, or the 2022 Form 10-K, as filed with the U.S. Securities and Exchange Commission (the “SEC”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates.
Liquidity
As
of April 30, 2023, the Company had cash and cash equivalents of approximately $
Risks and Uncertainties - COVID-19, War in Ukraine
In late 2019, a novel strain of coronavirus, SARS-CoV, which causes COVID-19, was identified and has proved to be highly contagious. It has since spread extensively throughout the world, including the United States, and was declared a global pandemic by the World Health Organization in March 2020. The Company actively monitors the outbreak, including the spread of new variants of interest, and its potential impact on the Company’s operations and those of the Company’s holdings.
Even with growing availability of testing and vaccines and the relaxation of public health measures that were implemented to limit the spread of the pandemic, there continues to be uncertainty around the COVID-19 pandemic and its impact.
The Company had implemented a number of measures to protect the health and safety of the Company’s workforce including a voluntary work-from-home policy for the Company’s workforce who can perform their jobs from home as well as restrictions on discretionary business travel. Most of our employees have returned to working from the office on a part-time basis.
The full impact of the COVID-19 pandemic on the Company will depend on factors such as the length of time of the pandemic; the responses of federal, state and local governments; the impact of future variants that may emerge; vaccination rates among the population; the efficacy of the COVID-19 vaccines; the longer-term impact of the pandemic on the economy and consumer behavior; and the effect on our employees, vendors, and other partners.
8
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The short and long-term implications of Russia’s invasion of Ukraine are difficult to predict at this time. The imposition of sanctions and counter sanctions may have an adverse effect on the economic markets generally and could impact our business and the companies in which we have investments, financial condition, and results of operations. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to estimate the impact of the Russian – Ukraine war on our business and the companies in which we have invested.
Concentration of Credit Risk and Significant Customers
The
Company routinely assesses the financial strength of its customers. As a result, the Company believes that its accounts receivable credit
risk exposure is limited. For the three and nine months ended April 30, 2023, including revenue from discontinued operations, related
parties represented
Cash and Cash Equivalents
The Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Reserve for Receivables
The Company evaluates accounts receivable, loans, interest and fees receivable for impairment under Accounting Standards Codification (“ASC”) 310, Receivables. The Company also evaluates the reserve for losses and estimates collectability of accounts receivable, loans, interest and fees receivable based on historical bad debt experience, management’s assessment of the financial condition of individual companies with which the Company conducts business, current market conditions, and reasonable and supportable forecasts of future economic conditions.
Convertible Note Receivable, Related Party
The Convertible Note Receivable is classified as available-for-sale as defined under ASC 320, Investments - Debt and Equity Securities, and is recorded at fair value. Subsequent changes in fair value are recorded in accumulated other comprehensive loss.
The fair value of the convertible promissory note is estimated using a scenario-based analysis based on the probability-weighted present value of future investment returns, considering each of the possible outcomes available to the Company, including cash repayment, equity conversion, and collateral transfer scenarios. Estimating the fair value of the convertible note requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.
Investments
The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also include the identification of any variable interests in which the Company is the primary beneficiary. The consolidated financial statements include the Company’s controlled affiliates. All significant intercompany accounts and transactions between the consolidated affiliates are eliminated.
9
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over operating and financial matters, are accounted for using the equity method. Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for in accordance with ASC 321, Investments - Equity Securities. Investments without readily determinable fair values are accounted for using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company periodically evaluates its investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in the accompanying consolidated statements of operations and comprehensive loss, and a new basis in the investment is established.
Investments - Hedge Funds
The Company accounts for its investments in hedge funds in accordance with ASC 321, Investments – Equity Securities. Unrealized gains and losses resulting from the change in fair value of these securities is included in unrealized (loss) gain on investments – Hedge Funds in the consolidated statements of operations and comprehensive loss.
Corporate Bonds and US Treasury Bills
The Company’s marketable securities are considered to be available-for-sale as defined under ASC 320, Investments - Debt and Equity Securities, and are recorded at fair value. Unrealized gains or losses are included in accumulated other comprehensive loss. Realized gains or losses are released from accumulated other comprehensive loss and into earnings on the consolidated statements of operations and comprehensive loss.
Variable Interest Entities
In accordance with ASC 810, Consolidation, the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.
If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary.
Cost Method Investments - The Company has determined that Cornerstone Pharmaceuticals (see Note 4) is a VIE; however, the Company has determined that it is not the primary beneficiary as the Company does not have the power to direct the activities of Cornerstone Pharmaceuticals that most significantly impact Cornerstone Pharmaceuticals’ economic performance. Due to the Data Events on October 28, 2021, the Company recorded an impairment related to the cost method investment in Cornerstone Pharmaceuticals during the three months ended October 31, 2021, and did not report a balance in this investment as of April 30, 2023.
Equity Method Investments - The Company has determined that RP Finance, LLC (“RP Finance”) and Day Three Labs, Inc. (“Day Three”), collectively the Equity Method Investments, (see Note 6 and Note 8), are each a VIE; however, the Company has determined that it is not the primary beneficiary as the Company does not have the power to direct the activities of the Equity Method Investments that most significantly impact the Equity Method Investments’ economic performance and, therefore, is not required to consolidate the Equity Method Investments. The Company accounts for the Equity Method Investments using the equity method of accounting.
10
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Assets Held-for-Sale and Discontinued Operations
The Company classifies assets as held-for-sale if all held-for-sale criteria are met pursuant to ASC 360-10, Property, Plant and Equipment. Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets classified as held-for-sale are not depreciated and are measured at the lower of their carrying amount or fair value less cost to sell. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held-for-sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group.
Strategic changes in the Company’s operations can be considered a discontinued operation if both the operations and cash flows of the discontinued component have been (or will be) eliminated from the ongoing operations of the Company and the Company will not have any significant continuing involvement in the operations of the discontinued component after the disposal transaction. The results of the discontinued operations shall be reflected as a discontinued operation on the consolidated statements of operations and comprehensive loss and prior periods shall be recast to reflect the earnings from discontinued operations. As a result of the agreement to sell the 520 Property, the accompanying consolidated financial statements reflect the activity related to the sale of the 520 Property as discontinued operations. The Company determined that the 520 Property met the held-for-sale and discontinued operations criteria as of July 1, 2022. The 520 Property was disposed of during the three months ended October 31, 2022. See Note 3 for additional information regarding the results, major classes of assets and liabilities, significant non-cash operating items, and capital expenditures of discontinued operations.
Revenue Recognition
The Company applies the five-step approach as described in ASC 606, Revenue from Contracts with Customers, which consists of the following: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when (or as) the entity satisfies a performance obligation.
The Company disaggregates its revenue by source within its consolidated statements of operations and comprehensive loss. As an owner and operator of real estate, the Company derives the majority of its revenue from leasing office and parking space to tenants at its properties. In addition, the Company earns revenue from recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs. Revenue from recoveries from tenants is recorded together with rental income on the consolidated statements of operations and comprehensive loss which is also consistent with the guidance under ASC 842, Leases.
The revenue derived from the 520 Property, which included leasing office and parking space to the tenants, is presented within discontinued operations in the consolidated statements of operations and comprehensive loss.
Contractual rental revenue is reported on a straight-line basis over the terms of the respective leases. Accrued rental income, included within other assets on the consolidated balance sheets, represents cumulative rental income earned in excess of rent payments received pursuant to the terms of the individual lease agreements.
The Company also earned revenue from parking which was derived primarily from monthly and transient daily parking. The monthly and transient daily parking revenue falls within the scope of ASC 606 and was accounted for at the point in time when control of the goods or services transfers to the customer and the Company’s performance obligation is satisfied, consistent with the Company’s previous accounting.
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required rent payments or parking customers to pay amounts due.
11
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Research and Development Costs
Research and development costs and expenses incurred by consolidated entities consist primarily of salaries and related personnel expenses, stock-based compensation, fees paid to external service providers, laboratory supplies, costs for facilities and equipment, license costs, and other costs for research and development activities. Research and development expenses are recorded in operating expenses in the period in which they are incurred. Estimates have been used in determining the liability for certain costs where services have been performed but not yet invoiced. The Company monitors levels of performance under each significant contract for external service providers, including the extent of patient enrollment and other activities through communications with the service providers to reflect the actual amount expended.
Contingent milestone payments associated with acquiring rights to intellectual property are recognized when probable and estimable. These amounts are expensed to research and development when there is no alternative future use associated with the intellectual property.
Stock-Based Compensation
The Company accounts for stock-based compensation using the provisions of ASC 718, Stock-Based Compensation, which requires the recognition of the fair value of stock-based compensation. Stock-based compensation is estimated at the grant date based on the fair value of the awards. The Company accounts for forfeitures as they occur. Compensation cost for awards is recognized using the straight-line method over the vesting period. Stock-based compensation is included in general and administrative expense and research and development expense in the consolidated statements of operations and comprehensive loss.
Contingencies
The Company accrues for loss contingencies when both (a) information available prior to issuance of the financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. When the Company accrues for loss contingencies and the reasonable estimate of the loss is within a range, the Company records its best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company discloses an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred.
Fair Value Measurements
Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows:
| ● | Level 1 - quoted prices in active markets for identical assets or liabilities; |
| ● | Level 2 - quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or |
| ● | Level 3 - unobservable inputs for the asset or liability, such as discounted cash flow models or valuations. |
A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.
12
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Loss Per Share
Basic loss per share is computed by dividing net loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted loss per share is determined in the same manner as basic loss per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase would be anti-dilutive. The Company uses income from continuing operations as the “control number” or benchmark to determine whether potential common shares are dilutive or anti-dilutive for purposes of reporting earnings (loss) per share for discontinued operations.
Recently Issued Accounting Standards Not Yet Adopted
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and will be applied as a cumulative-effect adjustment to retained earnings. The Company is currently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements and intends to adopt the standard on August 1, 2023.
In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (“EPS”) guidance. This update will be effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of August 1, 2024.
NOTE 3 – DISCONTINUED OPERATIONS
On July 1, 2022, the Company determined that the 520 Property met the held-for-sale criteria and the Company therefore classified the 520 Property as held-for-sale in the consolidated balance sheets at July 31, 2022. The sale of the 520 Property also represented a significant strategic shift that will have a major effect on the Company’s operations and financial results. Therefore, the Company has classified the results of operations related to the 520 Property as discontinued operations in the consolidated statements of operations and comprehensive loss. Depreciation on the 520 Property ceased on July 1, 2022, as a result of the 520 Property being classified as held-for-sale.
13
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On August 22, 2022, Broad Atlantic Associates,
LLC, a wholly-owned subsidiary of the Company, completed the sale of the 520 Property for an aggregate gross purchase price of $
The 520 Property was encumbered by a mortgage
securing a $
The carrying value of major classes of assets and liabilities related to discontinued operations at July 31, 2022 was as follows ($ in thousands):
| As of July 31, 2022 | ||||
| Current assets held-for-sale | ||||
| Building and Improvements | $ | |||
| Land | ||||
| Furniture and Fixtures | ||||
| Other | ||||
| Property and equipment | ||||
| Less Accumulated Depreciation | ( | ) | ||
| Property and equipment, net | ||||
| Total current assets held-for-sale | ||||
| Total assets held-for-sale | $ | |||
| Current liabilities held-for-sale | ||||
| Total current liabilities | $ | |||
The current portion of deferred rental income
included in Prepaid Expenses and Other Current Assets was $
Discontinued operations include (i) rental and parking revenues, (ii) payroll, benefits, facility costs, real estate taxes, consulting and professional fees dedicated to the 520 Property, (iii) depreciation and amortization expenses and (iv) interest (including amortization of debt issuance costs) on the note payable on the 520 Property. The operating results of these items are presented in our consolidated statements of operations and comprehensive loss as discontinued operations for all periods presented.
14
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table details the components comprising net loss from our discontinued operations ($ in thousands):
| Three Months Ended April 30, | ||||||||
| 2023 | 2022 | |||||||
| Revenue from discontinued operations: | ||||||||
| Rental – Third Party | $ | $ | ||||||
| Rental – Related Party | ||||||||
| Parking | ||||||||
| Total revenue from discontinued operations | ||||||||
| Costs and expenses from discontinued operations: | ||||||||
| General and administrative | — | |||||||
| Depreciation and amortization | ||||||||
| Loss from discontinued operations | — | ( | ) | |||||
| Interest expense | ( | ) | ||||||
| Loss from discontinued operations | $ | — | $ | ( | ) | |||
| Nine Months Ended April 30, | ||||||||
| 2023 | 2022 | |||||||
| Revenue from discontinued operations: | ||||||||
| Rental – Third Party | $ | $ | ||||||
| Rental – Related Party | ||||||||
| Parking | ||||||||
| Total revenue from discontinued operations | ||||||||
| Costs and expenses from discontinued operations: | ||||||||
| General and administrative | ||||||||
| Depreciation and amortization | ||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Gain on disposal of discontinued operations | ||||||||
| Gain (loss) from discontinued operations | $ | $ | ( | ) | ||||
The gain on disposal of discontinued operations
of approximately $
NOTE 4 – INVESTMENT IN CORNERSTONE PHARMACEUTICALS
Equity Investment in Cornerstone Pharmaceuticals and Impairment of Cost Method Investment
Cornerstone Pharmaceuticals is a clinical stage, cancer metabolism-based therapeutics company focused on the development and commercialization of therapies that exploit the metabolic differences between normal cells and cancer cells.
The Company owns debt and equity interests and
rights in Cornerstone Pharmaceuticals through a
15
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Pharma Holdings owns
A trust for the benefit of the children of Howard
Jonas (Chairman of the Board and Executive Chairman and former Chief Executive Officer of the Company and Member of the Board of Cornerstone
Pharmaceuticals) holds a financial instrument (the “Instrument”) that owns
Pharma Holdings also holds certain governance rights in Cornerstone Pharmaceuticals including appointment of directors. Pharma Holdings is not the primary beneficiary of Cornerstone Pharmaceuticals as it does not control or direct the activities of Cornerstone Pharmaceuticals that most significantly impact Cornerstone Pharmaceuticals’ economic performance.
CS Pharma holds
The Company and its subsidiaries collectively
own securities representing
The Company serves as the managing member of Pharma
Holdings, and Pharma Holdings serves as the managing member of CS Pharma, with broad authority to make all key decisions regarding their
respective holdings. Any distributions that are made to CS Pharma from Cornerstone Pharmaceuticals that are in turn distributed by CS
Pharma, will need to be made pro rata to all members, which would entitle Pharma Holdings to
The Company evaluated its investments in Cornerstone Pharmaceuticals in accordance with ASC 323, Investments - Equity Method and Joint Ventures, to establish the appropriate accounting treatment for its investment and has concluded that its investment did not meet the criteria for the equity method of accounting or consolidation and is carried at cost.
16
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company has determined that Cornerstone Pharmaceuticals is a VIE; however, the Company has determined that it is not the primary beneficiary as it does not have the power to direct the activities of Cornerstone Pharmaceuticals that most significantly impact Cornerstone Pharmaceuticals’ economic performance. In addition, the interests held in Cornerstone Pharmaceuticals are Series D Convertible Preferred Stock and do not represent in-substance common stock.
The Instrument holds a contractual right to receive
additional shares of Cornerstone Pharmaceuticals capital stock equal to
Pharma Holdings holds the Warrant as well as other
equity and governance rights in Cornerstone Pharmaceuticals.
Due to the Data Events, on October 28, 2021, the
Company recorded an impairment charge of approximately $
Approximately $
Line of Credit to Cornerstone Pharmaceuticals and Impairment of Related Receivable
On September 24, 2021, the Company entered into
a Line of Credit Loan Agreement (the “Line of Credit Agreement”) with Cornerstone Pharmaceuticals under which Cornerstone
Pharmaceuticals borrowed $
Due to the Data Events, the Company recorded a
full reserve on the amounts due the Company from Cornerstone Pharmaceuticals related to the Line of Credit Agreement for $
The Company also recorded a loss on related party
receivables of approximately $
17
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 – CONVERTIBLE NOTE RECEIVABLE, RELATED PARTY
On March 21, 2023, the Company entered into a
convertible promissory note (the “Promissory Note” or “Note”), with Cornerstone Pharmaceuticals, wherein, Cornerstone
Pharmaceuticals promises to pay to the Company, $
As security for the Promissory Note, Cornerstone Pharmaceuticals granted to the Company a first priority security interest to the Company in all of Cornerstone Pharmaceuticals’ right, title and interest in and to all of the tangible and intangible assets purchased by Cornerstone Pharmaceuticals with the proceeds of the Promissory Note, all proceeds thereof and all rights to the data related to the acquisition (the “Collateral”).
Cornerstone shall pay (or cause to be paid) interest
to the Holder on the aggregate outstanding principal amount of this Promissory Note at the rate of seven and one-half percent (
The entire (and not less than the entire) outstanding Principal Amount due under this Promissory Note together with all accrued unpaid interest thereon and other amounts owing hereunder (together, the “Owed Amount”), may, at Cornerstone’s election at any time prior to the Maturity Date be converted into a number of Shares (the “Conversion Shares”) calculated by dividing the entire Owed Amount by the conversion price used by Cornerstone in a Qualified Offering/Conversion, and if no such Qualified Offering/Conversion has been consummated, the fair market value for the Conversion as determined by an independent third party valuation firm (the “Conversion Price”).
“Qualified Offering/Conversion” means an offering of Cornerstone’s equity securities (or Company securities convertible, exercisable or exchangeable for Company equity securities (“Convertible Securities”)) occurring after the date of this Promissory Note with gross cash proceeds to Cornerstone of not less than Ten Million Dollars or conversion into equity securities or Convertible Securities of Cornerstone of debt obligations outstanding on the date hereof in an outstanding principal amount of not less than Twelve Million Dollars .
The Promissory Note contains certain Trigger Events
(as defined in the Note) that generally, if uncured within five (5) trading days, may result in an event of default in accordance with
the terms of the Notes (such event, an “Event of Default”). Upon an Event of a Default, the Lender may consider the Promissory
Note immediately due and payable. Upon an Event of Default, the interest rate may also be increased to the lesser of
The Company recorded the Promissory Note at fair value as the security is classified as available for sale. Subsequent changes in fair value are recorded as unrealized gain or loss as a component of other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss.
18
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The fair value of the convertible promissory note is estimated using a scenario-based analysis based on the probability-weighted present value of future investment returns, considering each of the possible outcomes available to the Company, including cash repayment, equity conversion, and collateral transfer scenarios. Estimating the fair value of the convertible note requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.
For the three and nine months ended April 30,
2023, the Company recorded a change in fair value of approximately $
Interest income on the Promissory Note totaled
approximately $
NOTE 6 – INVESTMENT IN RP FINANCE, LLC
On February 3, 2020, Cornerstone Pharmaceuticals
entered into a Line of Credit with RP Finance (“RPF Line of Credit”) which provides a revolving commitment of up to $
Under the RPF Line of Credit, all funds borrowed will bear interest at the mid-term Applicable Federal Rate published by the U.S. Internal Revenue Service. The maturity date is the earliest of February 3, 2025, upon a change of control of Cornerstone Pharmaceuticals or a sale of Cornerstone Pharmaceuticals or its assets. Cornerstone Pharmaceuticals can draw on the facility on 60 days’ notice. The funds borrowed under the RPF Line of Credit must be repaid out of certain proceeds from equity sales by Cornerstone Pharmaceuticals.
In connection with entering into the RPF Line
of Credit, Cornerstone Pharmaceuticals agreed to issue to RP Finance shares of its common stock representing
The Company has determined that RP Finance is
a VIE; however, the Company has determined that it is not the primary beneficiary as the Company does not have the power to direct the
activities of RP Finance that most significantly impact RP Finance’s economic performance and, therefore, is not required to consolidate
RP Finance. Therefore, the Company will use the equity method of accounting to record its investment in RP Finance. The Company has recognized
$
In August 2020, Cornerstone Pharmaceuticals called
for a $
As of April 30, 2023,
19
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Impairment of Equity Method Investment
Due to the Data Events, during the three months
ended October 31, 2021, the Company recorded equity in the loss of RP Finance of $
NOTE 7 – INVESTMENT IN LIPOMEDIX PHARMACEUTICALS LTD.
LipoMedix is a development-stage, privately held Israeli company focused on the development of an innovative, safe and effective cancer therapy based on liposome delivery.
As of April 30, 2023, the Company held
In March 2021, the Company provided bridge financing
in the principal amount of up to $
On November 15, 2021, the Company entered into
a share purchase agreement with LipoMedix to purchase up to
As of the date of the LipoMedix SPA, there was
an outstanding loan balance including principal of $
On February 9, 2023, the Company entered into
a Share Purchase Agreement with LipoMedix to purchase
NOTE 8 – INVESTMENT IN DAY THREE LABS INC.
On April 7, 2023, the Company entered into a Common
Stock Purchase Agreement (the “Purchase Agreement”) with Day Three Labs, Inc. (“Day Three”). Pursuant to the Purchase
Agreement, the Company purchased
The Company has accounted for this investment
as an equity method investment in accordance with the guidance in ASC 323, Investments – Equity Method and Joint Ventures.
The Company determined that a
20
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company has determined that Day Three is a VIE; however, the Company is not the primary beneficiary as it does not have the power to direct the activities that most significantly impact Day Three’s economic performance. The Company has therefore concluded it is not required to consolidate Day Three. The Company will use the equity method of accounting to record its investment in Day Three.
Day Three’s fiscal year ends on December 31, and as a result, the Company will recognize its share of Day Three’s earnings/loss on a one-month lag. For the three and nine months ended April 30, 2023, the Company did not recognize any earnings/loss, as the Company had no right to Day Three’s results through March 31, 2023. The assets and operations of Day Three are not significant.
NOTE 9 – INVESTMENTS
The Company has classified its investments in corporate bonds, U.S. treasury bills, and convertible note receivable as available-for-sale securities. These securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Investment transactions are recorded on their trade date. Gains and losses on marketable security transactions are reported on the specific-identification method. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts on the corporate bonds and U.S. treasury bills.
The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value for available-for-sale securities as of April 30, 2023 and July 31, 2022 are as follows:
| April 30, 2023 | Amortized cost | Gross unrealized gains | Gross unrealized (losses) | Fair value | ||||||||||||
| (in thousands) | ||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | ) | $ | ||||||||||
| Convertible note receivable, related party | ( | ) | ||||||||||||||
| Total available-for-sale securities | $ | $ | $ | ( | ) | $ | ||||||||||
| July 31, 2022 | Amortized cost | Gross unrealized gains | Gross unrealized (losses) | Fair value | ||||||||||||
| (in thousands) | ||||||||||||||||
| Available-for-sale securities: | ||||||||||||||||
| Corporate bonds | $ | $ | $ | ( | ) | $ | ||||||||||
| Total available-for-sale securities | $ | $ | $ | ( | ) | $ | ||||||||||
During the three and nine months ended April 30,
2023, the Company reclassified approximately $
Maturities of corporate bonds held as of April 30, 2023 were all due within one year.
21
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Marketable securities in an unrealized loss position as of April 30, 2023 were not deemed impaired at acquisition and subsequent declines in fair value are not deemed attributed to declines in credit quality. The Company believes that it is more likely than not that it will receive a full recovery of par value on the securities, although there can be no assurance that such recovery will occur.
NOTE 10 – FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
| ● | Level 1 - quoted prices in active markets for identical assets or liabilities; |
| ● | Level 2 - quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or |
| ● | Level 3 - unobservable inputs for the asset or liability, such as discounted cash flow models or valuations. |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following is a listing of the Company’s assets required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of April 30, 2023 and July 31, 2022:
| April 30, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | (in thousands) | |||||||||||||||
| Available-for-sale securities - Corporate Bonds | $ | $ | $ | $ | ||||||||||||
| Hedge funds | ||||||||||||||||
| Convertible note receivable, related party | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| July 31, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | (in thousands) | |||||||||||||||
| Available-for-sale securities - Corporate Bonds | $ | $ | $ | $ | ||||||||||||
| Hedge funds | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
As of April 30, 2023 and July 31, 2022, the Company did not have any liabilities measured at fair value on a recurring basis.
22
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes the changes in the fair value of the assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
| Three Months Ended April 30, | Nine Months Ended April 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Total (loss) gain included in earnings | ( | ) | ( | ) | ( | ) | ||||||||||
| Convertible note receivable, related party | ||||||||||||||||
| Total loss included in other comprehensive income | ( | ) | ( | ) | ||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
Hedge funds classified as Level 3 include investments and securities which may not be based on readily observable data inputs. The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. The fair value of these assets is estimated based on information provided by the fund managers or the general partners. Therefore, these assets are classified as Level 3.
Available-for-sale securities classified as Level 3 include a convertible note receivable which may not be based on readily observable data inputs. The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. The fair value of this asset is estimated based using a scenario-based analysis based on the probability-weighted present value of future investments returns, considering each of the possible outcomes available to us, including cash repayment, equity conversion, and collateral transfer scenarios. Estimating the fair value of the convertible note requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Therefore, this asset is classified as Level 3.
The Company holds $
Fair Value of Other Financial Instruments
The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting these data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.
Other assets and other liabilities. At April 30, 2023 and July 31, 2022, the carrying amount of these assets and liabilities approximated fair value. The fair values were estimated based on the Company’s assumptions, which were classified as Level 3 of the fair value hierarchy.
The Company’s financial instruments include trade accounts receivable, trade accounts payable, and due from related parties. The recorded carrying amounts of accounts receivable, accounts payable and due to related parties approximate their fair value due to their short-term nature.
23
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11 – ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
| April 30, 2023 | July 31, 2022 | |||||||
| (in thousands) | ||||||||
| Accounts Receivable - Third Party | $ | $ | ||||||
| Accounts Receivable - Related Party | ||||||||
| Less Allowance for Doubtful Accounts | ( | ) | ( | ) | ||||
| Accounts Receivable, net | $ | $ | ||||||
NOTE 12 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
| April 30, | July 31, | |||||||
| 2023 | 2022 | |||||||
| (in thousands) | ||||||||
| Building and Improvements | $ | $ | ||||||
| Other | ||||||||
| Less Accumulated Depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Other property and equipment consist of other equipment and miscellaneous computer hardware.
Depreciation expense pertaining to property and
equipment was approximately $
The Company’s headquarters are located at 520 Broad Street in Newark, New Jersey, where it occupies office space and which was previously owned by the Company. The table above excludes the assets of the 520 Property which were classified as held-for-sale as of July 31, 2022 and subsequently sold on August 22, 2022. Refer to Note 3 for further information on the 520 Property.
NOTE 13 – LOSS PER SHARE
Basic loss per share is computed by dividing net loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted loss per share includes potentially dilutive securities such as stock options, unvested restricted stock, warrants to purchase common stock, and other convertible instruments unless the result of inclusion would be anti-dilutive.
The securities set forth below have been excluded from the calculation of diluted net loss per share for the three and nine months ended April 30, 2023 and 2022 because inclusion of all such securities would have been anti-dilutive for all periods presented.
24
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following table summarizes the Company’s potentially dilutive securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive:
| Three Months Ended April 30, | Nine Months Ended April 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Shares issuable upon exercise of stock options | ||||||||||||||||
| Shares issuable upon vesting of restricted stock | ||||||||||||||||
| Shares issuable upon exercise of warrants to purchase Class B common stock | ||||||||||||||||
The diluted loss per share computation equals basic loss per share for the three and nine months ended April 30, 2023 and 2022 because the Company had a net loss from continuing operations in all such periods and the impact of the assumed exercise of non-vested restricted shares, stock options, and warrants would have been anti-dilutive.
The following table summarizes the basic and diluted loss per share calculations (in thousands, except for share and per share amounts):
| Three Months Ended April 30, | Nine Months Ended April 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Numerator for net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Numerator for discontinued operations | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to Rafael Holdings, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| Loss per share attributable to common stockholders | ||||||||||||||||
| Basic and diluted: | ||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| ( | ) | ( | ) | |||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
NOTE 14 – NOTE PAYABLE, HELD-FOR-SALE
On July 9, 2021, the Company, as guarantor, Rafael
Holdings Realty, Inc., a wholly-owned subsidiary of the Company (“Realty”), as pledgor, and Broad-Atlantic Associates, LLC,
a wholly-owned subsidiary of Realty (the “Borrower,” and together with the Company and Realty, the “Borrower Parties”),
as borrower, entered into a loan agreement (the “Loan Agreement”) with 520 Broad Street LLC, a third-party lender (the “Lender”).
The Loan Agreement provided for a loan in the amount of $
25
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Loan
Agreement contained customary affirmative covenants, negative covenants and events of default, as defined in the Loan Agreement, including
covenants and restrictions that, among other things, restricted the Borrower’s ability to incur liens, or transfer, lease or sell
the collateral as defined in the Loan Agreement. A failure to comply with these covenants would have permitted the Lender to declare the
Borrower’s obligations under the Loan Agreement, together with accrued interest and fees, to be immediately due and payable. The
Company was in compliance with the covenants in the Loan Agreement as of July 31, 2022. The Company extended the maturity date
to November 1, 2022 and paid an extension fee of
In connection with the sale of the 520 Property,
on August 22, 2022, the Company paid off the outstanding principal balance of $
Interest expense under the Note Payable, which
is recognized in loss on discontinued operations, amounted to $
Unamortized debt issuance costs on the Note Payable
totaled approximately $
NOTE 15 – RELATED PARTY TRANSACTIONS
IDT Corporation
The Company has historically maintained an intercompany
balance due to/from related parties that relates to cash advances for investments, loan repayments, charges for services provided to the
Company by IDT Corporation, or IDT, and payroll costs for the Company’s personnel that were paid by IDT. The Company receives rental
income from IDT. The Company recorded expense of approximately $
IDT leased, prior to the Company’s sale of the
property, approximately
26
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Cornerstone Pharmaceuticals
Until October 31, 2021, the Company had provided
Cornerstone Pharmaceuticals with administrative, finance, accounting, tax and legal services. Howard S. Jonas and William Conkling currently
serve on the Board of Directors of Cornerstone Pharmaceuticals. The Company billed Cornerstone Pharmaceuticals $
Due to the Data Events, in the nine months ended
April 30, 2022, the balance owed to the Company by Cornerstone Pharmaceuticals was fully reserved, resulting in a loss on related party
receivable of $
On March 21, 2023, the Company entered into a
Promissory Note with Cornerstone Pharmaceuticals, wherein, Cornerstone Pharmaceuticals promises to pay the Company $
Related Party Rental Income
The Company leased space to related parties (including
IDT Corporation - see above) which represented approximately
RP Finance
For each of the three months ended April 30, 2023
and 2022, the Company recognized $
Howard Jonas, Chairman of the Board and Former Chief Executive Officer
In December 2020, IDT Corporation and Genie Energy
Ltd, on whose Boards of Directors Howard Jonas, the Company’s Chairman of the Board and Executive Chairman and former Chief Executive
Officer serves, each purchased
On June 22, 2022, the Company entered into a Stock
Purchase Agreement (the “I9 SPA”) with I9 Plus, LLC. On July 6, 2022, pursuant to the I9 SPA, the Company sold
LipoMedix Pharmaceuticals, Ltd.
As of the date of the LipoMedix SPA, on November
15, 2021, there was an outstanding loan balance including principal of $
27
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On February 9, 2023, the Company entered into
a share purchase agreement with LipoMedix to purchase
NOTE 16 – INCOME TAXES
During the three months ended April 30, 2023 and
2022, the Company recognized an income tax benefit (provision) of $
In accordance with the State of New Jersey’s Technology
Business Tax Certificate Transfer Program, which allowed certain high technology and biotechnology companies to sell unused net operating
loss carryforwards (“NOLs”) to other New Jersey-based corporate taxpayers based in New Jersey, the Company received approximately
$
The Company anticipates that its assumptions and estimates may change as a result of future guidance and interpretation from the Internal Revenue Service, the SEC, the FASB, and various other taxing jurisdictions. In particular, the Company anticipates that the U.S. state jurisdictions will continue to determine and announce their conformity with or decoupling from the Tax Cuts and Jobs Act of 2017, either in its entirety or with respect to specific provisions. Legislative and interpretive actions could result in adjustments to the Company’s balances.
NOTE 17 – BUSINESS SEGMENT INFORMATION
The Company conducts business as two operating segments, Healthcare and Real Estate. The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s Chief Executive Officer who is the chief operating decision-maker.
The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its Healthcare segment based primarily on research and development efforts and results of clinical trials and the Real Estate segment based primarily on results of operations.
The Healthcare segment is comprised of preferred and common equity interests and the Warrant to purchase equity interests in Cornerstone Pharmaceuticals, a majority equity interest in LipoMedix, Barer, Farber, and Rafael Medical Devices. To date, the Healthcare segment has not generated any revenues.
The Real Estate segment consists of the Company’s real estate holdings, which is currently comprised of a portion of a commercial building in Israel. The revenue, (loss) income from operations, and (loss) income before taxes of the 520 Property have been excluded from the Real Estate segment in the figures below due to its classification of held-for-sale and discontinued operations, and the sale of the 520 Property on August 22, 2022.
28
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Operating results for the business segments of the Company are as follows:
| (in thousands) | Healthcare | Real Estate | Total | |||||||||
| Three Months Ended April 30, 2023 | ||||||||||||
| Revenues | $ | $ | $ | |||||||||
| (Loss) income from operations | ( | ) | ( | ) | ||||||||
| (Loss) income before income taxes | ( | ) | ( | ) | ||||||||
| Three Months Ended April 30, 2022 | ||||||||||||
| Revenues | $ | $ | $ | |||||||||
| (Loss) income from operations | ( | ) | ( | ) | ||||||||
| (Loss) income before income taxes | ( | ) | ( | ) | ||||||||
| (in thousands) | Healthcare | Real Estate | Total | |||||||||
| Nine Months Ended April 30, 2023 | ||||||||||||
| Revenues | $ | — | $ | $ | ||||||||
| (Loss) income from operations | ( | ) | ( | ) | ||||||||
| (Loss) income before income taxes | ( | ) | ( | ) | ||||||||
| Nine Months Ended April 30, 2022 | ||||||||||||
| Revenues | $ | — | $ | $ | ||||||||
| (Loss) income from operations | ( | ) | ( | ) | ||||||||
| (Loss) income before income taxes | ( | ) | ( | ) | ||||||||
Geographic Information
Revenues from tenants located outside of the United States were generated entirely from related parties located in Israel. Revenues from these non-U.S. customers as a percentage of total revenues, which are inclusive of revenue from discontinued operations, were as follows (revenues by country are determined based on the location of the related facility):
| Three Months Ended April 30, | 2023 | 2022 | ||||||
| Revenue from tenants located in Israel | % | % | ||||||
| Nine Months Ended April 30, | 2023 | 2022 | ||||||
| Revenue from tenants located in Israel | 46 | % | 7 | % | ||||
Net property, plant, and equipment and total assets held outside of the United States, which are located in Israel, were as follows:
| (in thousands) | United States | Israel | Total | |||||||||
| April 30, 2023 | ||||||||||||
| Property, plant, and equipment, net | $ | $ | $ | |||||||||
| Total assets | ||||||||||||
| July 31, 2022 | ||||||||||||
| Property, plant, and equipment, net | $ | $ | $ | |||||||||
| Total assets | ||||||||||||
29
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 18 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company may from time to time be subject to legal proceedings that may arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition.
In December 2022, the Company’s subsidiary
Broad Atlantic Associates, LLC entered into a settlement agreement with a vendor providing for the payment by the Company of $
NOTE 19 – EQUITY
Share Repurchase Program
In April 2023, the Company’s Board of Directors
approved a share repurchase program (the “2023 Share Repurchase Program”) authorizing the repurchase of up to $
The timing and amount of any share repurchases under the Share Repurchase will be determined at the Company’s discretion and based on market conditions and other considerations. Share repurchases under the authorizations may be made through open market purchases or pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934. The program does not obligate the Company to acquire any particular amount of its Class B common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.
During the three months ended April 30, 2023, the Company did not repurchase any of its Class B common stock.
Class A Common Stock and Class B Common Stock
The rights of holders of Class A common stock and Class B common stock are identical except for certain voting and conversion rights and restrictions on transferability. The holders of Class A common stock and Class B common stock receive identical dividends per share when and if declared by the Company’s Board of Directors. In addition, the holders of Class A common stock and Class B common stock have identical and equal priority rights per share in liquidation. The Class A common stock and Class B common stock do not have any other contractual participation rights. The holders of Class A common stock are entitled to three votes per share and the holders of Class B common stock are entitled to one-tenth of a vote per share. Each share of Class A common stock may be converted into one share of Class B common stock, at any time, at the option of the holder. Shares of Class A common stock are subject to certain limitations on transferability that do not apply to shares of Class B common stock.
On May 27, 2021, the Company filed a Registration
Statement on Form S-3, whereby the Company may sell up to $
On June 1, 2021, the Company filed a Registration
Statement on Form S-3 to issue
30
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On August 19, 2021, the Company entered into a
Securities Purchase Agreement (the “Institutional Purchase Agreement”) with Institutional Investors and a Securities Purchase
Agreement with I9Plus, LLC, (the “Jonas Purchase Agreement”), an entity affiliated with Howard S. Jonas, the Chairman of the
Board of Directors of the Company. On August 24, 2021,
On August 19, 2021, in connection with the Institutional Purchase Agreement, the Company entered into a Registration Rights Agreement with the Institutional Investors whereby the Company agreed to prepare and file a registration statement with the SEC within 30 days after the earlier of (i) the date of the closing of the Merger Agreement, and (ii) the date the Merger Agreement is terminated in accordance with its terms, for purposes of registering the resale of the Institutional Shares and any shares of Class B common stock issued as a dividend or other distribution with respect to the Institutional Shares.
The 2018 Equity Incentive Plan was created and
adopted by the Company in March 2018. On January 19, 2022, the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021
Plan”). The 2018 Equity Incentive Plan was suspended and replaced by the 2021 Plan, and, following January 19, 2022, no new grants
are to be awarded under the 2018 Equity Incentive Plan. Existing grants under the 2018 Equity Incentive Plan will not be impacted by the
adoption of the 2021 Plan. Any of the Company’s employees, directors, consultants, and other service providers, and those of the
Company’s affiliates, are eligible to participate in the 2021 Plan. In accordance with applicable tax rules, only employees (and
the employees of parent or subsidiary corporations) are eligible to be granted incentive stock options. The 2021 Plan authorizes stock
options (both incentive stock options or non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units,
and cash or other stock-based awards. On January 19, 2022, the Company filed a Registration Statement on Form S-8 registering
On February 15, 2022, the Company filed a Registration Statement on Form S-3 (as amended on March 2, 2022) registering the resale by institutional investors (the “Institutional Investors”) of the shares purchased by them. The Registration Statement was declared effective on March 7, 2022.
Stock Options
A summary of stock option activity for the Company is as follows:
| Number of Options |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (in thousands) |
|||||||||||||
| Outstanding at July 31, 2022 | $ | |
$ | |||||||||||||
| Granted | ||||||||||||||||
| Expired | ( |
) | ||||||||||||||
| Cancelled / Forfeited | ( |
) | ||||||||||||||
| Outstanding at April 30, 2023 | $ | $ | ||||||||||||||
| Exercisable at April 30, 2023 | $ | $ | ||||||||||||||
At April 30, 2023, there is unrecognized
compensation costs related to non-vested stock options of $
31
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The value of option grants is calculated using the Black-Scholes option pricing model with the following assumptions for options granted during the nine months ended April 30, 2023:
| Risk-free interest rate | % | |||
| Expected term (in years) | ||||
| Expected volatility | % | |||
| Expected dividend yield | % | |||
The options granted had a $
Rafael Medical Devices, Inc. Stock Options
The Rafael Medical Devices, Inc. 2022 Equity Incentive
Plan (the “RMD 2022 Plan”) was created and adopted by the Company in May 2022. The RMD 2022 Plan allows for the issuance of
up to
A summary of stock option activity for Rafael Medical Devices, Inc. is as follows:
| Number of Options |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (in thousands) |
|||||||||||||
| Outstanding at July 31, 2022 | $ | |
$ | |||||||||||||
| Granted | ||||||||||||||||
| Outstanding at April 30, 2023 | $ | |||||||||||||||
| Exercisable at April 30, 2023 | $ | $ | ||||||||||||||
At April 30, 2023, there are unrecognized
compensation costs related to non-vested stock options of $
Restricted Stock
The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three years of service.
In January 2022, the Company granted
On February 1, 2022, the Company issued
On June 14, 2022, the Company issued
In January 2023, the Company issued
32
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
During January 2023,
In connection with Patrick Fabbio’s January
27, 2023 departure as the Company’s Chief Financial Officer, the Company and Mr. Fabbio entered into a Separation and General Release
Agreement (the “Separation Agreement”), which provides, among other things, that the Company shall pay Mr. Fabbio severance
in the amount of $
In connection with the termination of Mr. Fabbio’s
position as Chief Financial Officer of the Company, there was a material forfeiture of his Class B restricted shares and stock options
resulting in a reversal of approximately $
A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below:
| Number of Non-vested Shares | Weighted Average Grant Date Fair Value | |||||||
| Outstanding at July 31, 2022 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Cancelled / Forfeited | ( | ) | ( | ) | ||||
| Non-vested shares at April 30, 2023 | $ | |||||||
At April 30, 2023, there was $
On November 21, 2021, Ameet Mallik resigned as
Chief Executive Officer of the Company, effective January 31, 2022. In connection with his resignation, there was a material forfeiture
of the former CEO’s Class B restricted shares, resulting in a reversal of approximately $
A summary of the stock-based compensation expense for the Company’s equity incentive plans is presented below:
| For the Three Months Ended April 30, | For the Nine Months Ended April 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Forfeiture of RSUs within general and administrative | ( | ) | ( | ) | ||||||||||||
| Forfeiture of RSUs within research and development | ( | ) | ||||||||||||||
| Net stock-based compensation expense | $ | $ | $ | $ | ( | ) | ||||||||||
33
RAFAEL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 20 – LEASES
The future contractual minimum lease payments to be received (excluding operating expense reimbursements) by the Company as of April 30, 2023, under non-cancellable operating leases which expire on various dates through 2025 are as follows:
| Year ending July 31, | Related Parties | Other | Total | |||||||||
| (in thousands) | ||||||||||||
| 2023 (remaining) | $ | $ | $ | |||||||||
| 2024 | ||||||||||||
| 2025 | ||||||||||||
| Total Minimum Future Rental Income | $ | $ | $ | |||||||||
A related party has the right to terminate the Israeli lease upon four months’ notice.
NOTE 21 – SUBSEQUENT EVENTS
On May 2, 2023, the Company entered into a Securities
Purchase Agreement (the “Cyclo SPA”) with Cyclo Therapeutics Inc., a Nevada corporation (“Cyclo”) Nasdaq: CYTH, whereby
the Company purchased from Cyclo (i)
On June 1, 2023, the Company entered into another
Securities Purchase Agreement (the “Cyclo II SPA”) with Cyclo. Pursuant to the Cyclo II SPA, the Company has agreed to purchase
Pursuant to the Cyclo II SPA, the Registration Rights Agreement between the Company and Cyclo, dated May 2, 2023, has been amended to require the Company to file a registration statement with the Securities and Exchange Commission to register the resale of the Cyclo II Shares and shares of common stock underlying the Cyclo II Warrants, upon the request of the Company, and (ii) Cyclo agreed to appoint a designee of the Company (in addition to William Conkling, the Company’s Chief Executive Officer), to Cyclo’s Board of Directors, and to nominate such designee to serve as a director of Cyclo in connection with Cyclo’s solicitation of proxies for Cyclo’s next Annual Meeting of Stockholders.
34
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Rafael Holdings, Inc. (NYSE:RFL), (“Rafael Holdings,” “we” or the “Company”), a Delaware corporation, is a holding company with interests in clinical and early-stage pharmaceutical companies (the “Pharmaceutical Companies”), including an investment in Cornerstone Pharmaceuticals, Inc., formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company, a majority equity interest in LipoMedix Pharmaceuticals Ltd. (“LipoMedix”), a clinical stage pharmaceutical company, the activities of the Barer Institute Inc. (“Barer”), a wholly-owned preclinical cancer metabolism research operation, and Rafael Medical Devices, Inc., a wholly-owned orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries (“Rafael Medical Devices” and together with the Pharmaceutical Companies, the “Healthcare Companies”). In November 2022, we resolved to curtail our early-stage development efforts, including pre-clinical research at the Barer. The decision was taken to reduce spending as we focus on exploring strategic opportunities. The Company’s primary focus is to invest in, fund, and develop novel cancer therapies. We further seek to expand our portfolio through opportunistic investments in therapeutics which address high unmet medical needs including through acquisitions and strategic investments. Furthermore, in light of current market, macroeconomic, and industry conditions, we have determined to seek out, evaluate, and potentially invest in areas within and beyond biopharma. We are currently evaluating external opportunities to acquire or strategically invest in later stage assets which have the potential to achieve meaningful clinical milestones, improve the lives of patients and increase our shareholder value.
Historically, the Company owned real estate assets. In 2020, the Company sold an office building located in Piscataway, New Jersey and on August 22, 2022, the Company sold the building at 520 Broad Street in Newark, New Jersey and an associated public garage. Currently, the Company holds a portion of a commercial building in Jerusalem, Israel as its remaining real estate asset.
The Company holds debt and equity investments in Cornerstone Pharmaceuticals, Inc., or Cornerstone Pharmaceuticals, that include preferred and common equity interests and a warrant to purchase additional equity. On June 17, 2021, the Company entered into a merger agreement to acquire full ownership of Cornerstone Pharmaceuticals in exchange for issuing Company Class B common stock to the other stockholders of Cornerstone Pharmaceuticals. On October 28, 2021, the Company announced that the AVENGER 500 Phase 3 clinical trial for CPI-613® (devimistat), Cornerstone Pharmaceuticals’ lead product candidate, did not meet its primary endpoint of significant improvement in overall survival in patients with metastatic adenocarcinoma of the pancreas. In addition, following a pre-specified interim analysis, the independent data monitoring committee for the ARMADA 2000 Phase 3 study for devimistat recommended the trial to be stopped due to a determination that it was unlikely to achieve the primary endpoint (the “Data Events”). In light of the Data Events, the Company concluded that the prospects for CPI-613 were uncertain and fully impaired in its financial statements for the year ended July 31, 2022, the value of its loans, receivables, and investment in Cornerstone Pharmaceuticals based upon its valuation of Cornerstone Pharmaceuticals.
On September 24, 2021, the Company entered into a Line of Credit Loan Agreement (the “Line of Credit Agreement”) with Cornerstone Pharmaceuticals under which Cornerstone Pharmaceuticals borrowed $25 million from the Company. Due to the Data Events, the Company recorded a full reserve on the $25 million due the Company from Cornerstone Pharmaceuticals.
On February 2, 2022, the Company terminated the Merger Agreement with Cornerstone Pharmaceuticals, effective immediately, in accordance with its terms. Subsequently, on February 2, 2022, the Company withdrew its Registration Statement on Form S-4 related to the proposed Merger.
In 2019, the Company established the Barer Institute Inc., an early-stage small molecule research operation focused on developing a pipeline of novel therapeutic compounds, including compounds to regulate cancer metabolism with potentially broader application in other indications beyond cancer. Barer was led by a team of scientists and academic advisors considered to be among the leading experts in cancer metabolism, chemistry, and drug development. In addition to its own internal discovery efforts, Barer pursued collaborative research agreements and in-licensing opportunities with leading scientists from top academic institutions. Farber Partners, LLC (“Farber”) was formed to support agreements with Princeton University’s Office of Technology Licensing for technology from the laboratory of Professor Joshua Rabinowitz, in the Department of Chemistry, Princeton University, including an exclusive worldwide license to its SHMT (serine hydroxymethyltransferase) inhibitor program. The Company also holds a majority equity interest in LipoMedix Pharmaceuticals Ltd., a clinical stage oncological pharmaceutical company based in Israel. In addition, the Company has invested in other early-stage pharmaceutical ventures.
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As of April 30, 2023, the Company’s commercial real estate holdings consisted of a portion of a commercial building in Israel. On August 22, 2022, the Company completed the sale of the building at 520 Broad Street in Newark, New Jersey that serves as headquarters for the Company for a purchase price of approximately $49.4 million and realized net proceeds of approximately $33 million.
On July 1, 2022, the Company determined that the 520 Property met the held-for-sale criteria and the Company has therefore classified the 520 Property as held-for-sale in the consolidated balance sheets at July 31, 2022. The sale of the 520 Property also represents a significant strategic shift that will have a major effect on the Company’s operations and financial results. Therefore, the Company has classified the results of operations related to the 520 Property as discontinued operations in the consolidated statements of operations and comprehensive loss. Depreciation on the 520 Property ceased effective July 1, 2022, as a result of the 520 Property being classified as held-for-sale. See Note 3 to our accompanying consolidated financial statements for further information regarding discontinued operations.
On March 21, 2023, the Company entered into a Promissory Note with Cornerstone Pharmaceuticals, wherein, Cornerstone Pharmaceuticals promises to pay to the Company $2.0 million together with all interest accrued on May 22, 2023, or such earlier date as the Promissory Note is required or permitted to be repaid.
On February 9, 2023, the Company entered into a Share Purchase Agreement with LipoMedix Pharmaceuticals Ltd. in which LipoMedix sold 70,000,000 ordinary shares to the Company at a price per share of $0.03 and an aggregate sale price of approximately $2.1 million.
In connection with Patrick Fabbio’s January 27, 2023 departure as the Company’s Chief Financial Officer, the Company and Mr. Fabbio entered into a Separation and General Release Agreement (the “Separation Agreement”), which provides, among other things, that we shall pay Mr. Fabbio severance in the amount of $307,913, which is included in selling, general and administrative expense on the consolidated statement of operations and comprehensive loss for the nine months ended April 30, 2023.
In connection with the termination of Mr. Fabbio’s position as Chief Financial Officer, there was a material forfeiture of his Class B restricted shares and stock options resulting in a reversal of approximately $915 thousand in stock-based compensation expense for the nine months ended April 30, 2023 that was previously recorded to selling, general and administrative expense.
On November 21, 2021, Ameet Mallik resigned as Chief Executive Officer, effective January 31, 2022. In connection with his resignation, there was a material forfeiture of the former CEO’s Class B restricted shares, resulting in a reversal of approximately $19.0 million in stock-based compensation expense for the nine months ended April 30, 2023 that was previously recorded to selling, general and administrative expense. Additionally, pursuant to the terms of his employment agreement, we paid $5.0 million relating to his severance payout, which is included in selling, general and administrative expense on the consolidated statement of operations and comprehensive loss for the nine months ended April 30, 2022.
Business Update - COVID-19, War in Ukraine
In late 2019, a novel strain of coronavirus, SARS-CoV, which causes COVID-19, was identified and has proved to be highly contagious. It has since spread extensively throughout the world, including the United States, and was declared a global pandemic by the World Health Organization in March 2020. The Company actively monitors the outbreak, including the spread of new variants of interest, and its potential impact on the Company’s operations and those of the Company’s holdings.
Even with growing availability of testing and vaccines and the relaxation of public health measures that were implemented to limit the spread of the pandemic, there continues to be uncertainty around the COVID-19 pandemic and its impact.
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The Company had implemented a number of measures to protect the health and safety of the Company’s workforce including a voluntary work-from-home policy for the Company’s workforce who can perform their jobs from home as well as restrictions on discretionary business travel. Most of our employees have returned to working from the office on a part-time basis.
The full impact of the COVID-19 pandemic on the Company will depend on factors such as the length of time of the pandemic; the responses of federal, state and local governments; the impact of future variants that may emerge; vaccination rates among the population; the efficacy of the COVID-19 vaccines; the longer-term impact of the pandemic on the economy and consumer behavior; and the effect on our employees, vendors, and other partners.
The short and long-term implications of Russia’s invasion of Ukraine are difficult to predict at this time. The imposition of sanctions and counter-sanctions may have an adverse effect on the economic markets generally and could impact our business and the companies in which we have investments, financial condition, and results of operations. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to estimate the impact of the Russian - Ukraine War on our business and the companies in which we have invested.
Results of Operations
Our business consists of two reportable segments - Healthcare and Real Estate. We evaluate the performance of our Healthcare segment based primarily on research and development efforts and results of clinical trials, and our Real Estate segment based primarily on results of operations. Accordingly, the income and expense line items below loss from operations are only included in the discussion of consolidated results of operations.
Healthcare Segment
Our consolidated expenses for our Healthcare segment were as follows:
| Three Months Ended April 30, | Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| General and administrative | $ | (2,306 | ) | $ | (3,291 | ) | 985 | 30 | % | |||||||
| Research and development | (740 | ) | (1,413 | ) | 673 | 48 | % | |||||||||
| Depreciation | (3 | ) | — | (3 | ) | — | % | |||||||||
| Loss from continuing operations | $ | (3,049 | ) | $ | (4,704 | ) | 1,655 | 35 | % | |||||||
| Nine Months Ended April 30, | Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| General and administrative | $ | (7,436 | ) | $ | (13,798 | ) | 6,362 | 46 | % | |||||||
| Research and development | (5,046 | ) | (6,901 | ) | 1,855 | 27 | % | |||||||||
| Depreciation | (12 | ) | (1 | ) | (11 | ) | — | % | ||||||||
| Provision for loss on receivable from Cornerstone Pharmaceuticals pursuant to line of credit | — | (25,000 | ) | 25,000 | (100 | )% | ||||||||||
| Provision for losses on related party receivables | — | (10,095 | ) | 10,095 | (100 | )% | ||||||||||
| Loss from continuing operations | $ | (12,494 | ) | $ | (55,795 | ) | 43,301 | 78 | % | |||||||
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To date, the Healthcare segment has not generated any revenues. The entirety of the expenses in the Healthcare segment relate to the activities of LipoMedix, Barer, Farber, and Rafael Medical Devices. As of April 30, 2023, we held a 100% interest in Barer, a 95% interest in LipoMedix, a 93% interest in Farber, and a 100% interest in Rafael Medical Devices.
General and administrative expenses. General and administrative expenses consist mainly of payroll, stock-based compensation expense, benefits, facilities, consulting and professional fees. The decrease in general and administrative expenses during the three months ended April 30, 2023 compared to the three months ended April 30, 2022 is primarily due to a net decrease in stock-based compensation of approximately $0.4 million, a decrease in payroll expense of approximately $0.3 million, and a decrease in professional fees of approximately $0.2 million.
The decrease in general and administrative expenses during the nine months ended April 30, 2023 compared to the nine months ended April 30, 2022 is primarily due to a net decrease in severance expense of approximately $5.1 million, a decrease in payroll expense of approximately $2.7 million, a decrease in legal expense of approximately $1.2 million, a decrease in professional fees of approximately $1.0 million and a decrease in other general and administrative expenses of approximately $0.5 million, partially offset by a net increase in stock based compensation expense of approximately $4.1 million due to a material forfeiture in the nine months ended April 30, 2022.
Research and development expenses. Research and development expenses decreased for the three and nine months ended April 30, 2023 as compared to the corresponding period in fiscal 2022. Research and development expenses are derived from activity at Barer, LipoMedix, Farber, and Rafael Medical Devices. In November 2022, the Company resolved to curtail its early-stage development efforts, including pre-clinical research at the Barer Institute. The decision was taken to reduce spending as the Company focuses on exploring strategic opportunities.
Loss on line of credit. Due to the Data Events, in the nine months ended April 30, 2022, the Company recorded a full reserve on the $25 million due to the Company from Cornerstone Pharmaceuticals related to the Line of Credit Agreement.
Loss on related party receivables. Due to the Data Events, in the nine months ended April 30, 2022, the Company recorded a loss of approximately $10.1 million related to the full reserve recorded on the RP Finance receivable of $9.375 million, and a full reserve recorded on the Cornerstone Pharmaceuticals receivable of $720 thousand.
Real Estate Segment
The revenue and expenses of the 520 Property have been excluded from the real estate segment in the figures below due to its classification of held-for-sale and discontinued operations, and the sale of the 520 Property on August 22, 2022. The Real Estate segment consists of a portion of a commercial building in Israel. Our consolidated income and expenses for our Real Estate segment were as follows:
| Three Months Ended April 30, | Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Rental – Third Party | $ | 44 | $ | 48 | (4 | ) | (8 | )% | ||||||||
| Rental – Related Party | 27 | 28 | (1 | ) | (4 | )% | ||||||||||
| General and administrative | (37 | ) | (45 | ) | 8 | 18 | % | |||||||||
| Depreciation and amortization | (16 | ) | (17 | ) | 1 | 6 | % | |||||||||
| Income from continuing operations | $ | 18 | $ | 14 | 4 | (29 | )% | |||||||||
| Nine Months Ended April 30, | Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Rental – Third Party | $ | 130 | $ | 137 | (7 | ) | (5 | )% | ||||||||
| Rental – Related Party | 81 | 84 | (3 | ) | (4 | )% | ||||||||||
| Other – Related Party | — | 120 | (120 | ) | (100 | )% | ||||||||||
| General and administrative | (101 | ) | (132 | ) | 31 | 23 | % | |||||||||
| Depreciation and amortization | (48 | ) | (53 | ) | 5 | 9 | % | |||||||||
| Income from continuing operations | $ | 62 | $ | 156 | (94 | ) | 60 | % | ||||||||
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Other - Related Party. Other – related party revenues decreased by approximately $120 thousand during the nine months ended April 30, 2023, compared to the nine months ended April 30, 2022. During the year ended July 31, 2022, the Company only billed Cornerstone Pharmaceuticals $120 thousand for the first quarter of 2022 for administrative, finance, accounting, tax, and legal services. As of July 31, 2022, Cornerstone Pharmaceuticals owed the Company $720 thousand, for which a full allowance for uncollectibility has been recorded.
General and administrative expenses. General and administrative expenses consist mainly of payroll, benefits, facilities, consulting and professional fees. The decrease in general and administrative expenses of approximately $8 thousand and $31 thousand during the three and nine months ended April 30, 2023 compared to the three and nine months ended April 30, 2022 is primarily due to a decrease in professional fees.
Consolidated Operations
Our consolidated income and expense line items below loss from operations were as follows:
| Three Months Ended April 30, | Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Loss from continuing operations | $ | (3,031 | ) | $ | (4,690 | ) | 1,659 | 35 | % | |||||||
| Interest expense | — | (1 | ) | 1 | 100 | % | ||||||||||
| Interest income | 1,531 | 53 | 1,478 | (2789 | )% | |||||||||||
| Impairment of investments - Other Pharmaceuticals | (128 | ) | — | (128 | ) | (100 | )% | |||||||||
| Realized loss on available-for-sale securities | — | (2 | ) | 2 | (100 | )% | ||||||||||
| Unrealized loss on investments - Hedge Funds | (131 | ) | (341 | ) | 210 | (62 | )% | |||||||||
| Loss from continuing operations before income taxes | (1,759 | ) | (4,981 | ) | 3,222 | 65 | % | |||||||||
| Benefit from (provision for) income taxes | 269 | (2 | ) | 271 | 13550 | % | ||||||||||
| Consolidated net loss from continuing operations | (1,490 | ) | (4,983 | ) | 3,493 | 70 | % | |||||||||
| Loss from discontinued operations related to 520 Property | — | (565 | ) | 565 | 100 | % | ||||||||||
| Net loss attributable to noncontrolling interests | (53 | ) | (19 | ) | (34 | ) | (179 | )% | ||||||||
| Net loss attributable to Rafael Holdings, Inc. | $ | (1,437 | ) | $ | (5,529 | ) | $ | 4,092 | 74 | % | ||||||
| Nine Months Ended April 30, | Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Loss from continuing operations | $ | (12,432 | ) | $ | (55,639 | ) | 43,207 | 78 | % | |||||||
| Interest expense | — | (19 | ) | 19 | 100 | % | ||||||||||
| Interest income | 2,301 | 58 | 2,243 | (3867 | )% | |||||||||||
| Impairment of investments - Other Pharmaceuticals | (351 | ) | — | (351 | ) | (100 | )% | |||||||||
| Impairment of cost method investment - Cornerstone Pharmaceuticals | — | (79,141 | ) | 79,141 | (100 | )% | ||||||||||
| Realized gain (loss) on available-for-sale securities | 154 | (2 | ) | 156 | (7800 | )% | ||||||||||
| Unrealized gain (loss) on investments - Hedge Funds | 120 | (584 | ) | 704 | (121 | )% | ||||||||||
| Loss from continuing operations before income taxes | (10,208 | ) | (135,327 | ) | 125,119 | 92 | % | |||||||||
| Benefit from (provision for) income taxes | 259 | (6 | ) | 265 | 4417 | % | ||||||||||
| Equity in loss of RP Finance | — | (575 | ) | 575 | (100 | )% | ||||||||||
| Consolidated net loss from continuing operations | (9,949 | ) | (135,908 | ) | 125,959 | 93 | % | |||||||||
| Income (loss) from discontinued operations related to 520 Property | 6,543 | (1,616 | ) | 8,159 | 505 | % | ||||||||||
| Net loss attributable to noncontrolling interests | (311 | ) | (17,650 | ) | 17,339 | 98 | % | |||||||||
| Net loss attributable to Rafael Holdings, Inc. | $ | (3,095 | ) | $ | (119,874 | ) | $ | 116,779 | 97 | % | ||||||
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Interest income. Interest income was $1.5 million and $53 thousand for three months ended April 30, 2023 and 2022, respectively. Interest income was $2.3 million and $58 thousand for the nine months ended April 30, 2023 and 2022, respectively. The increase is primarily due to the interest income earned on our investments in available-for-sale securities and accretion of the discount on the face value of our investments in available-for-sale securities.
Impairment of investments - Other Pharmaceuticals. We recorded an impairment loss of $128 thousand and $351 thousand for the three and nine months ended April 30, 2023, respectively, related to our investment in Nanovibronix using the measurement alternative.
Impairment of cost method investment - Cornerstone Pharmaceuticals. In connection with the Data Events, during the nine months ended April 30, 2022, we recorded a full impairment charge to our cost method investment in Cornerstone Pharmaceuticals in the amount of $79 million.
Realized gain on available-for-sale securities. We recorded a realized gain of approximately $0 and $154 thousand related to the sale of available-for-sale securities for the three and nine months ended April 30, 2023, respectively. We recorded a realized loss of approximately $2 thousand and $2 thousand related to the sale of available-for-sale securities for the three and nine months ended April 30, 2022, respectively.
Unrealized gain (loss) on investments - Hedge Funds. We recorded unrealized gains of approximately $131 thousand and $341 thousand for the three months ended April 30, 2023 and 2022, respectively. We recorded unrealized losses of approximately $120 thousand and gains of $584 thousand for the nine months ended April 30, 2023 and 2022, respectively.
Benefit from (provision for) income taxes. Our benefit from (provision for) income taxes was approximately $269 thousand and $(2) thousand for the three months ended April 30, 2023 and 2022, respectively. Our benefit from (provision for) income taxes was approximately $259 thousand and $(6) thousand for the nine months ended April 30, 2023 and 2022, respectively. The increase is primarily attributed to approximately $274 thousand in proceeds for the sale of the Company’s 2018 and 2019 tax credits. These benefits were realized by utilizing the New Jersey Technology Business Tax Certificate Transfer Program whereby the State of New Jersey allows us to sell a portion of our state net operating loss carryforwards.
Equity in (loss) earnings of RP Finance. We recognized a loss of $575 thousand from our ownership interest in RP Finance for the nine months ended April 30, 2022. As of July 31, 2022, the equity method investment in RP Finance on our balance sheet was $0, and no additional equity loss of RP Finance was recorded subsequent to the year ended July 31, 2022.
Income (loss) from discontinued operations related to 520 Property. Discontinued operations include: (i) rental and parking revenues, (ii) payroll, benefits, facilities, consulting and professional fees dedicated to 520 Property, (iii) depreciation and amortization expenses, (iv) interest (including amortization of debt issuance costs) on the note payable on the Property, and (v) gain on the disposal of the building. The operating results of these items are presented in our consolidated statements of operations and comprehensive loss as discontinued operations for all periods presented. The decrease in the net loss attributable to discontinued operations for the three months ended April 30, 2023 as compared to the three months ended April 30, 2022 was due to a $0.8 million decrease in rental revenue, slightly offset by an approximate $398 thousand decrease in interest expense, a $604 thousand decrease in general and administrative expenses (which is primarily comprised of a decrease in real estate taxes, utilities, other building related repairs and maintenance expenses totaling approximately $647 thousand, slightly offset by a $44 thousand increase in bad debt expense), and a $362 thousand decrease in depreciation and amortization expense due to no depreciation expense during the three months ended April 30, 2023 as depreciation stopped as of July 1, 2022 when the 520 Property was classified as held-for-sale.
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The increase in the net income attributable to discontinued operations for the nine months ended April 30, 2023 as compared to the nine months ended April 30, 2022 was due to a gain on the sale of the 520 Property of $6.8 million, an approximate $1.1 million decrease in interest expense, partially offset by a $2.4 million decrease in rental revenue, a $1.6 million decrease in general and administrative expenses (which is primarily comprised of a decrease in real estate taxes, utilities other building related repairs, maintenance expenses, and other expenses totaling approximately $1.7 million, slightly offset by a $129 thousand increase in expense related to the write-off of deferred rental income), and a $1.1 million decrease in depreciation and amortization expense due to no depreciation expense during the nine months ended April 30, 2023 as depreciation stopped as of July 1, 2022 when the 520 Property was classified as held-for-sale.
See Note 3 to our accompanying consolidated financial statements for further information regarding discontinued operations.
Net loss attributable to noncontrolling interests. The change in the net loss attributable to noncontrolling interests was due to an approximate $17.3 million loss related to the Cornerstone Pharmaceuticals impairment loss (the total impairment loss was approximately $79 million) which was applicable to noncontrolling interests in certain of the Company’s subsidiaries and was allocated to the holders of interests in CS Pharma and Pharma Holdings in the approximate amounts of $10.4 million and $6.9 million, respectively, for the nine months ended April 30, 2022.
Liquidity and Capital Resources
| April 30, | July 31, | Change | ||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Balance Sheet Data: | ||||||||||||||||
| Cash and cash equivalents | $ | 15,441 | $ | 26,537 | (11,096 | ) | (42 | )% | ||||||||
| Convertible note receivable, related party | 1,898 | — | 1,898 | 100 | % | |||||||||||
| Working capital | 83,637 | 87,321 | (3,684 | ) | (4 | )% | ||||||||||
| Total assets | 96,355 | 118,320 | (21,965 | ) | (19 | )% | ||||||||||
| Note payable, net of debt issuance costs, held-for-sale | — | 15,000 | (15,000 | ) | (100 | )% | ||||||||||
| Total equity attributable to Rafael Holdings, Inc. | 98,528 | 100,515 | (1,987 | ) | (2 | )% | ||||||||||
| Noncontrolling interests | (3,636 | ) | (3,309 | ) | (327 | ) | 10 | % | ||||||||
| Total equity | 94,892 | 97,206 | (2,314 | ) | (2 | )% | ||||||||||
| For the Nine Months Ended April 30, | Change | |||||||||||||||
| 2023 | 2022 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Cash flows (used in) provided by | ||||||||||||||||
| Operating activities from continuing operations | $ | (8,751 | ) | $ | (23,649 | ) | 14,898 | (63 | )% | |||||||
| Investing activities from continuing operations | (34,367 | ) | (57,333 | ) | 22,966 | (40 | )% | |||||||||
| Financing activities from continuing operations | (183 | ) | 97,867 | (98,050 | ) | (100 | )% | |||||||||
| Effect of exchange rates on cash and cash equivalents | (279 | ) | (160 | ) | (119 | ) | 74 | % | ||||||||
| Operating, investing, and financing activities from discontinued operations | 32,484 | (614 | ) | 33,098 | (5,391 | )% | ||||||||||
| (Decrease) increase in cash and cash equivalents | $ | (11,096 | ) | $ | 16,111 | (27,207 | ) | |||||||||
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Capital Resources
As of April 30, 2023, we held cash and cash equivalents of approximately $15.4 million, and available-for-sale securities valued at approximately $67.0 million. On August 22, 2022, the Company received net proceeds of approximately $33 million in connection with the sale of the 520 Property (see Note 3 to our accompanying consolidated financial statements for further details). The Company expects the balance of cash and cash equivalents, and available-for-sale-securities, to be sufficient to meet our obligations for at least the 12 months from the filing of this Quarterly Report in Form 10-Q.
Operating Activities
The decrease in cash used in operating activities for the nine months ended April 30, 2023 as compared to the nine months ended April 30, 2022 was primarily related to lower net loss from continuing operations of $9.9 million in fiscal 2023 as compared to the corresponding period in fiscal 2022, and the impact from non-cash items, primarily $0.7 million in accretion of discount on available-for-sale securities, offset by stock-based compensation of $1.6 million. This is coupled with an increase in prepaid expenses and other current assets of $1.2 million and a decrease in accounts payable and accrued expenses of $0.7 million, as well as other changes in assets and liabilities.
Cash used in operating activities for the nine months ended April 30, 2022 was primarily related to the net loss from continuing operations of $135.9, million offset by the impact from non-cash items, primarily the impairment of cost method investment in Cornerstone Pharmaceuticals of $79 million, the reserve on the amounts due to the Company from Cornerstone Pharmaceuticals related to the Line of Credit Agreement for $25 million, the reserve on receivables due from Cornerstone Pharmaceuticals totaling $10.1 million, and stock-based compensation, net of $2.1 million, as well as other changes in assets and liabilities.
Investing Activities
Cash used in investing activities for the nine months ended April 30, 2023 was primarily due to purchases of available-for-sale securities of approximately $166.3 million, the investment in Day Three of $3.0 million, and the issuance of a convertible promissory note receivable of $2.0 million. This is partially offset by proceeds of $137.0 million from the sale of available-for-sale securities.
Cash used in investing activities for the nine months ended April 30, 2022 was primarily related to amounts purchased for available-for-sale securities of $33.0 million, amounts loaned to Cornerstone Pharmaceuticals of approximately $25 million pursuant to the Line of Credit Agreement and the payments to fund our portion of advances under the line of credit between RP Finance and Cornerstone Pharmaceuticals in the amount of approximately $1.9 million.
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Financing Activities
Cash used in financing activities for the nine months ended April 30, 2023 was primarily related to payments for taxes related to shares withheld for employee taxes.
Cash provided by financing activities for the nine months ended April 30, 2022 was primarily related to proceeds of approximately $104.2 million related to the sale of our common stock to investors and a related party, partially offset by payment of transaction costs of $6.2 million.
We do not anticipate paying dividends on our common stock until we achieve sustainable profitability and retain certain minimum cash reserves. The payment of dividends in any specific period will be at the sole discretion of our Board of Directors.
Operating, Financing, and Investing Activities from Discontinued Operations
The cash flows from discontinued operations - 520 Property represents the net income excluding non-cash depreciation and amortization, as well as the proceeds from the sale of the 520 Property. For the nine months ended April 30, 2023, net cash used in operating activities totaled $0.7 million. Net cash provided in investing activities of $48.2 million related to proceeds from sale of the 520 Property of $49.4 million, slightly offset by payment of transaction costs of $1.2 million. Net cash used in financing activities of $15.0 million related to the payment of the Note Payable in connection with sale of the 520 Property. For the nine months ended April 30, 2022, net cash used in operating activities totaled $0.5 million. Net cash used in investing activities totaled $86 thousand.
Trends and Uncertainties – COVID-19, War in Ukraine
In late 2019, a novel strain of coronavirus, SARS-CoV, which causes COVID-19, was identified and has proved to be highly contagious. It has since spread extensively throughout the world, including the United States, and was declared a global pandemic by the World Health Organization in March 2020. The Company actively monitors the outbreak, including the spread of new variants of interest, and its potential impact on the Company’s operations and those of the Company’s holdings.
Even with growing availability of testing and vaccines and the relaxation of public health measures that were implemented to limit the spread of the pandemic, there continues to be uncertainty around the COVID-19 pandemic and its impact.
The Company had implemented a number of measures to protect the health and safety of the Company’s workforce including a voluntary work-from-home policy for the Company’s workforce who can perform their jobs from home as well as restrictions on discretionary business travel. Most of our employees have returned to working from the office on a part-time basis.
The full impact of the COVID-19 pandemic on the Company will depend on factors such as the length of time of the pandemic; the responses of federal, state and local governments; the impact of future variants that may emerge; vaccination rates among the population; the efficacy of the COVID-19 vaccines; the longer-term impact of the pandemic on the economy and consumer behavior; and the effect on our employees, vendors, and other partners.
The short and long-term implications of Russia’s invasion of Ukraine are difficult to predict at this time. The imposition of sanctions and counter-sanctions may have an adverse effect on the economic markets generally and could impact our business and the companies in which we have investments, financial condition, and results of operations. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to estimate the impact of the Russian – Ukraine war on our business and the companies in which we have investments.
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Critical Accounting Estimates
We have chosen accounting policies that we believe are appropriate to accurately and fairly report our operating results and financial condition in conformity with U.S. GAAP. We apply these accounting policies in a consistent manner. Our significant accounting policies are discussed in Note 1, “Description of Business and Summary of Significant Accounting Policies,” in our consolidated financial statements included in our Annual Report on Form 10-K, for fiscal 2022 (“2022 Form 10-K”).
The application of critical accounting policies requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. These estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. We evaluate these estimates and assumptions on an ongoing basis and may retain outside consultants to assist in our evaluation. If actual results ultimately differ from previous estimates, the revisions are included in results of operations in the period in which the actual amounts become known. The critical accounting policies that involve the most significant management judgments and estimates used in preparation of our consolidated financial statements, or are the most sensitive to change from outside factors, are discussed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s 2022 Form 10-K and in the following paragraph.
The fair value of the convertible promissory note is estimated using a scenario-based analysis based on the probability-weighted present value of future investment returns, considering each of the possible outcomes available to us, including cash repayment, equity conversion, and collateral transfer scenarios. Estimating the fair value of the convertible note requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.
Off-Balance Sheet Arrangements
We do not have any “off-balance sheet arrangements,” as defined in relevant SEC regulations, that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Discontinued Operations
In accordance with the Financial Accounting Standards Board, ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the results of operations of a component of an entity or a group or component of an entity that represents a strategic shift that has, or will have, a major effect on the reporting company’s operations that has either been disposed of or is classified as held-for-sale are required to be reported as discontinued operations in a company’s consolidated financial statements. In order to be considered a discontinued operation, both the operations and cash flows of the discontinued component must have been (or will be) eliminated from the ongoing operations of the company and the company will not have any significant continuing involvement in the operations of the discontinued component after the disposal transaction. As a result of the agreement to sell the 520 Property, the accompanying consolidated financial statements reflect the activity related to the sale of the 520 Property as discontinued operations. See Note 3 to our consolidated financial statements for additional information regarding the results, major classes of assets and liabilities, significant non-cash operating items, and capital expenditures of discontinued operations.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no significant changes in our market risk exposures from those described in Item 7A of our 2022 Form 10-K.
We are monitoring the potential impacts of the COVID-19 pandemic and the war in Ukraine on our business and the companies in which we have investments. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact on the global financial markets may reduce our ability to access capital, which could negatively impact our long-term liquidity.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of April 30, 2023.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended April 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Legal proceedings in which we are involved are more fully described in Note 18 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There were no material changes from the risk factors previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for fiscal 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
|
Exhibit Number |
Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed or furnished herewith. |
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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 thereunto duly authorized.
| Date: June 13, 2023 | Rafael Holdings, Inc. | |
| By: | /s/ William Conkling | |
| William Conkling | ||
| Chief Executive Officer | ||
| By: | /s/ David Polinsky | |
| David Polinsky | ||
| Chief Financial Officer | ||
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