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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2024
RAFAEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-38411 | 82-2296593 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
|
520 Broad Street Newark, New Jersey |
07102 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212 658-1450
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)-2 of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Class B common stock, par value $0.01 per share | RFL | New York Stock Exchange |
Item 2.02. Results of Operations and Financial Condition.
On March 13, 2024, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter ended January 31, 2024. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document | |
| 99.1 | Press Release, dated March 13, 2024, reporting the results of operations for the fiscal quarter ended January 31, 2024. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RAFAEL HOLDINGS, INC. | |||
| By: | /s/ William Conkling | ||
| Name: | William Conkling | ||
| Title: | Chief Executive Officer | ||
Dated: March 13, 2024
EXHIBIT INDEX
| Exhibit Number |
Document | |
| 99.1 | Press Release, dated March 13, 2024, reporting the results of operations for the fiscal quarter ended January 31, 2024. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
3
Exhibit 99.1
Rafael Holdings Reports Second Quarter Fiscal 2024 Financial Results
Company remains focused on generating shareholder value by advancing portfolio and identifying attractive opportunities for strategic investments
Increased ownership in Day Three Labs to a majority interest of 79%
NEWARK, NJ – March 13, 2024 (GLOBE NEWSWIRE) - Rafael Holdings, Inc. (NYSE: RFL), today reported its financial results for the second quarter of fiscal 2024 – and the six months ended January 31, 2024.
“During fiscal 2024, we will continue to focus on advancing our existing portfolio and intend to leverage our strong balance sheet with selective strategic investments in companies with the potential to generate value for our stockholders. We are extremely pleased to welcome Dr. John Goldberg to the Rafael team as our Chief Medical Officer. John is a highly respected senior executive with nearly two decades of experience in drug development. John will be an integral member of our team, as we advance our existing assets and evaluate additional opportunities for investment,” said Bill Conkling, CEO of Rafael Holdings. Bill added, “We are encouraged by the positive developments for Cyclo Therapeutics’ (Nasdaq: CYTH) Phase 3 registrational clinical trial for patients with Niemann-Pick Disease Type C and in the increasing momentum behind Day Three Labs, which reimagines existing cannabis offerings with pharmaceutical-grade technology to bring to market better, cleaner, more precise and predictable products.”
Rafael Holdings, Inc. Second Quarter Fiscal Year 2024 Financial Results
As of January 31, 2024, we had cash, cash equivalents and marketable securities of $71.7 million.
For the three months ended January 31, 2024, we recorded net income from continuing operations of $5.9 million, or $0.25 per fully diluted share versus a net loss from continuing operations of $3.3 million, or $0.13 per share in the year ago period. The net income reported during the second quarter was driven by an unrealized gain of $9.7 million on our investments in Cyclo Therapeutics, offset by a loss of $1.6 million on our initial investment in Day Three Labs. During the second quarter of 2024, we increased our investment in Day Three Labs and now hold a majority interest in the company with 79% of the shares outstanding and began consolidating its financial results in the second quarter of 2024.
For the three months ended January 31, 2024, research and development expenses were $0.6 million compared to $2.2 million in the year ago period. The year over year reduction is due to the, previously disclosed, winding down of early-stage programs, including at Barer Institute.
For the three months ended January 31, 2024, general and administrative expenses from continuing operations were $2.6 million. For the same period in the prior year, general and administrative expenses were $2.1 million. The increase was primarily related to increases in non-cash stock-based compensation expenses and professional fees.
Rafael Holdings, Inc. First Half Fiscal Year 2024 Financial Results
For the six months ended January 31, 2024, we recorded net income from continuing operations of $2.1 million, or $0.10 per fully diluted share versus a net loss from continuing operations of $8.5 million, or $0.36 per share in the year ago period. The net income recorded during the first half of fiscal 2024 was driven by an unrealized gain of $7.6 million on our investments in Cyclo Therapeutics, offset by a loss of $1.6 million on our initial investment in Day Three Labs. During the second quarter of 2024, we increased our investment in Day Three Labs and now hold a majority interest in the company with 79% of the shares outstanding and we began reporting consolidated its financial results in January 2024.
For the six months ended January 31, 2024, research and development expenses were $1.1 million compared to $4.3 million in the year ago period. The year over year reduction is due to the winding down of early-stage programs, including at Barer Institute.
For the six months ended January 31, 2024, general and administrative expenses from continuing operations were $4.6 million. For the same period in the prior year, general and administrative expenses were $5.2 million. The decrease was primarily related to a decrease in non-cash stock-based compensation and payroll expenses.
About Rafael Holdings, Inc.
Rafael Holdings is a holding company with interests in clinical and early-stage pharmaceutical companies, including a majority 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., a clinical stage pharmaceutical company, the Barer Institute Inc., a wholly-owned preclinical cancer metabolism research operation, an investment in Cyclo Therapeutics Inc. (Nasdaq: CYTH), a clinical-stage biotechnology company dedicated to developing life-changing medicines for patients and families living with challenging diseases through its lead therapeutic asset, Trappsol® Cyclo™, a majority investment in Day Three Labs, Inc., a company which reimagines existing cannabis offerings with pharmaceutical-grade technology and innovation like Unlokt™ to bring to market better, cleaner, more precise and predictable products in the cannabis industry, and a majority interest in Rafael Medical Devices, LLC, an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries. The Company’s primary focus is to expand our investment portfolio through opportunistic and strategic investments including therapeutics which address high unmet medical needs.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our expectations surrounding the potential, safety, efficacy, and regulatory and clinical progress of our product candidates; plans regarding the further evaluation of clinical data; and the potential of our pipeline, including our internal cancer metabolism research programs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, those disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2023, and our other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
Contact:
Barbara Ryan
Barbara.ryan@rafaelholdings.com
(203) 274-2825
# # #
RAFAEL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| January 31, 2024 |
July 31, 2023 |
|||||||
| ASSETS | (unaudited) | |||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 7,136 | $ | 21,498 | ||||
| Available-for-sale securities | 64,587 | 57,714 | ||||||
| Interest receivable | 560 | 387 | ||||||
| Convertible note receivable, related party | 1,924 | 1,921 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $245 at January 31, 2024 and July 31, 2023 | 379 | 213 | ||||||
| Prepaid expenses and other current assets | 487 | 914 | ||||||
| Investment in equity securities | — | 294 | ||||||
| Total current assets | 75,073 | 82,941 | ||||||
| Property and equipment, net | 2,064 | 1,695 | ||||||
| Investments – Other Pharmaceuticals | — | 65 | ||||||
| Investments – Hedge Funds | 2,369 | 4,984 | ||||||
| Investment – Day Three | — | 2,797 | ||||||
| Investments – Cyclo Therapeutics Inc. | 19,567 | 4,763 | ||||||
| Goodwill | 3,571 | — | ||||||
| Intangible assets | 1,888 | — | ||||||
| In-process research and development | 1,575 | 1,575 | ||||||
| Other assets | 42 | 9 | ||||||
| TOTAL ASSETS | $ | 106,149 | $ | 98,829 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 509 | $ | 333 | ||||
| Accrued expenses | 845 | 763 | ||||||
| Other current liabilities | 140 | 1,023 | ||||||
| Due to related parties | 69 | 26 | ||||||
| Installment note payable | 1,700 | — | ||||||
| Total current liabilities | 3,263 | 2,145 | ||||||
| Deferred income tax liabilities, net | 545 | — | ||||||
| Other liabilities | 87 | 55 | ||||||
| TOTAL LIABILITIES | $ | 3,895 | $ | 2,200 | ||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| EQUITY | ||||||||
| Class A common stock, $0.01 par value; 35,000,000 shares authorized, 787,163 shares issued and outstanding as of January 31, 2024 and July 31, 2023 | 8 | 8 | ||||||
| Class B common stock, $0.01 par value; 200,000,000 shares authorized, 23,882,117 issued and 23,695,332 outstanding (excluding treasury shares of 101,487) as of January 31, 2024, and 23,708,365 shares issued and 23,490,527 shares outstanding as of July 31, 2023 | 238 | 236 | ||||||
| Additional paid-in capital | 266,159 | 264,010 | ||||||
| Accumulated deficit | (164,924 | ) | (167,333 | ) | ||||
| Treasury stock, at cost; 101,487 and 0 Class B shares as of January 31, 2024 and July 31, 2023, respectively | (168 | ) | — | |||||
| Accumulated other comprehensive loss related to unrealized loss on available-for-sale securities | (88 | ) | (353 | ) | ||||
| Accumulated other comprehensive income related to foreign currency translation adjustment | 3,714 | 3,725 | ||||||
| Total equity | 104,939 | 100,293 | ||||||
| Noncontrolling interests | (2,685 | ) | (3,664 | ) | ||||
| TOTAL EQUITY ATTRIBUTABLE TO RAFAEL HOLDINGS, INC. | 102,254 | 96,629 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 106,149 | $ | 98,829 | ||||
RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
(in thousands, except share and per share data)
| Three Months Ended January 31, |
Six Months Ended January 31, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Revenues | $ | 68 | $ | 70 | $ | 136 | $ | 140 | ||||||||
| G&A Expenses | 2,561 | 2,085 | 4,601 | 5,194 | ||||||||||||
| R&D Expenses | 612 | 2,225 | 1,101 | 4,306 | ||||||||||||
| Depreciation and amortization | 38 | 19 | 55 | 41 | ||||||||||||
| Operating Loss | (3,143 | ) | (4,259 | ) | (5,621 | ) | (9,401 | ) | ||||||||
| Unrealized gain (loss) on investments - Hedge Funds | 51 | 378 | (115 | ) | 251 | |||||||||||
| Impairment of investments - Other Pharmaceuticals | - | (67 | ) | - | (223 | ) | ||||||||||
| Loss on initial investment in Day Three upon acquisition | (1,633 | ) | - | (1,633 | ) | - | ||||||||||
| Unrealized gain on investments - Cyclo Therapeutics Inc | 9,718 | - | 7,594 | |||||||||||||
| Other, net | 1,117 | 701 | 2,347 | 924 | ||||||||||||
| Income (loss) before incomes taxes from continuing operations | 6,110 | (3,247 | ) | 2,572 | (8,449 | ) | ||||||||||
| Benefit from (provision for) taxes | - | (5 | ) | (6 | ) | (10 | ) | |||||||||
| Equity in loss of Day Three | (206 | ) | - | (422 | ) | - | ||||||||||
| Consolidated net income (loss) from continuing operations | 5,904 | (3,252 | ) | 2,144 | (8,459 | ) | ||||||||||
| Discontinued Operations | ||||||||||||||||
| Loss from discontinued operations related to 520 Property | - | (157 | ) | - | (241 | ) | ||||||||||
| Gain on disposal of 520 Property | - | - | - | 6,784 | ||||||||||||
| (Loss) income from discontinued operations | - | (157 | ) | - | 6,543 | |||||||||||
| Consolidated net income (loss) | 5,904 | (3,409 | ) | 2,144 | (1,916 | ) | ||||||||||
| Net loss attributable to noncontrolling interests | (143 | ) | (159 | ) | (265 | ) | (258 | ) | ||||||||
| Net income (loss) attributable to Rafael Holdings, Inc. | $ | 6,047 | $ | (3,250 | ) | $ | 2,409 | $ | (1,658 | ) | ||||||
| Continuing operations earnings (loss) per share | ||||||||||||||||
| Net income (loss) from continuing operations | $ | 5,904 | $ | (3,252 | ) | $ | 2,144 | $ | (8,459 | ) | ||||||
| Net loss attributable to noncontrolling interests | (143 | ) | (159 | ) | (265 | ) | (258 | ) | ||||||||
| Numerator for income (loss) per share from continuing operations | $ | 6,047 | $ | (3,093 | ) | $ | 2,409 | $ | (8,201 | ) | ||||||
| Discontinued operations earnings (loss) per share | ||||||||||||||||
| Net income (loss) from discontinued operations | $ | - | $ | (157 | ) | $ | - | $ | 6,543 | |||||||
| Earnings (loss) per share - Basic | ||||||||||||||||
| Continuing operations | $ | 0.26 | $ | (0.13 | ) | $ | 0.10 | $ | (0.36 | ) | ||||||
| Discontinued operations | - | (0.01 | ) | - | 0.28 | |||||||||||
| Total basic earnings (loss) per common share | $ | 0.26 | $ | (0.14 | ) | $ | 0.10 | $ | (0.07 | ) | ||||||
| Earnings (loss) per share - Diluted | ||||||||||||||||
| Continuing operations | $ | 0.25 | $ | (0.13 | ) | $ | 0.10 | $ | (0.36 | ) | ||||||
| Discontinued operations | - | (0.01 | ) | - | 0.28 | |||||||||||
| Total diluted earnings (loss) per common share | $ | 0.25 | $ | (0.14 | ) | $ | 0.10 | $ | (0.07 | ) | ||||||
| Weighted average number of shares used in calculation of earnings (loss) per share - basic | 23,642,421 | 23,155,018 | 23,643,660 | 23,085,612 | ||||||||||||
| Weighted average number of shares used in calculation of earnings (loss) per share - diluted | 24,402,069 | 23,155,018 | 24,403,308 | 23,085,612 | ||||||||||||