Current Report Filing (8-k)
05 June 2023 - 10:47PM
Edgar (US Regulatory)
0001713863
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0001713863
2023-06-01
2023-06-01
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xbrli:shares
iso4217:USD
xbrli:shares
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):
June 1, 2023
RAFAEL HOLDINGS,
INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
1-38411 |
|
82-2296593 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
520 Broad Street
Newark, New Jersey |
|
07102 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 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 8.01 Other Events.
On June 1, 2023, Rafael Holdings, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Cyclo Therapeutics, Inc., a Nevada corporation
(“Cyclo”). Pursuant to the Purchase Agreement, the Company will purchase 4,000,000 shares of common stock (the “Shares”),
and a warrant to purchase an additional 4,000,000 Shares (the “Warrant”), for an aggregate purchase price of $5,000,000. The
Warrant has an exercise price of $1.25 per share, and the Warrant will be exercisable for a period of seven years following the date of
issuance of the Warrant. The obligations of the Company and Cyclo to consummate the closing of the Purchase Agreement are subject to,
among other standard closing conditions, Cyclo obtaining the approval of its stockholders to the consummation of the transactions contemplated
by the Purchase Agreement in accordance with Listing Rule 5635 of The Nasdaq Stock Market, Inc.
Pursuant to the Purchase Agreement, the Registration Rights Agreement
between the Company and Cyclo, dated May 2, 2023, has been amended to require Cyclo to file a registration statement with the Securities
and Exchange Commission to register the resale of the Shares and shares of common stock underlying the 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 Shareholders.
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: June 5, 2023
2
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