Full Press Release Details
Rafael Holdings and Cyclo Therapeutics Enter
into a Definitive Merger Agreement
Cyclo Therapeutics' TransportNPC
Phase 3 clinical trial for Trappsol Cyclo for the treatment of Niemann-Pick Disease Type C1, a rare and fatal genetic
disease, is fully enrolled and results from the 48-week interim analysis are expected in the middle of 2025
NEWARK, NJ and GAINESVILLE, FL - August 22, 2024 (GLOBE NEWSWIRE)
- Rafael Holdings, Inc. (NYSE: RFL), and Cyclo Therapeutics, Inc. (Nasdaq: CYTH) today announced that they have entered into a definitive
merger agreement to combine the two companies to focus on the development of Trappsol Cyclo for the treatment of
Niemann-Pick Disease Type C1. On consummation of the merger, Rafael Holdings will issue shares of its Class B common stock to Cyclo Therapeutics'
shareholders, based on an exchange ratio valuing Cyclo Therapeutics shares at $.95 per share and Rafael Holdings at its cash value combined
with the value of its marketable securities and certain other investments less certain current liabilities. In addition, the cash value
will take into account the funding of Cyclo's operations by Rafael with convertible notes through closing. Following the closing,
Rafael Holdings intends to fund the TransportNPC clinical trial to its 48-week interim analysis. The boards of directors of Rafael
Holdings and Cyclo Therapeutics have approved this transaction and expect it to close in late 2024, pending approval of the companies'
shareholders, the effectiveness of a registration statement to register the shares of Class B common stock of Rafael Holdings to be issued
in the transaction and other customary closing conditions.
Rafael Holdings made its first strategic investment in Cyclo Therapeutics
in March 2023 to help drive treatment innovation for patients with the debilitating diagnosis of Niemann-Pick Disease Type C1. Rafael
Holdings led another financing round in the fall of 2023 and has continued to support Cyclo Therapeutics via convertible debt financings
"The proposed merger with Cyclo Therapeutics is a major step
forward in our strategy to invest in, develop and commercialize clinical stage assets in areas of high unmet medical need," said
Bill Conkling, President and CEO of Rafael Holdings. Bill added, "Cyclo Therapeutics continues
to make substantial progress in advancing its lead asset, Trappsol Cyclo , announcing
the completion of enrollment in its pivotal TransportNPC Phase 3 clinical study for the treatment of Niemann-Pick Disease Type
C1 at the end of May 2024. We are impressed with the execution by the Cyclo Therapeutics team in fully enrolling a comprehensive clinical
trial in NPC and we eagerly await the 48-week interim analysis in the middle of 2025. Rafael Holdings is excited to join forces with Cyclo
Therapeutics to make Trappsol Cyclo our lead clinical program. We are committed to the program and will leverage
our resources to help bring this much needed treatment option to NPC patients."
N. Scott Fine, Chief Executive Officer of Cyclo Therapeutics, commented,
"Our partnership with Rafael Holdings during the last year and a half has enabled Cyclo to get to where we are today. We are extremely
pleased to announce our merger agreement with Rafael Holdings and believe that the strength of Rafael's balance sheet and its strong
management team will solidify our commitment to deliver the results of the TransportNPC trial for our shareholders and patients."
Cassel Salpeter & Co. is
acting as financial advisor to Cyclo Therapeutics in connection with the transaction. Schwell Wimpfheimer & Associates is serving
as legal advisor to Rafael Holdings and Fox Rothschild LLP is serving as legal advisor to Cyclo Therapeutics.
About Rafael Holdings, Inc.
Rafael Holdings is a holding company with interests
in clinical and early-stage pharmaceutical companies including an investment and planned merger with 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 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, 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. Rafael's primary goal has been to expand its investment portfolio through opportunistic
and strategic investments including therapeutics which address high unmet medical needs. Upon closing of the merger transaction with Cyclo
Therapeutics, Rafael intends to focus its efforts on making Trappsol Cyclo
its lead clinical program.
About Cyclo Therapeutics, Inc.
Cyclo Therapeutics, Inc. is a clinical-stage biotechnology
company dedicated to developing life-changing medicines through science and innovation for patients and families living with disease.
The Company's Trappsol Cyclo , an orphan drug designated product in the United States and Europe, is the subject
of four formal clinical trials for Niemann-Pick Disease Type C, a rare and fatal genetic disease, (www.ClinicalTrials.gov NCT02939547,
NCT02912793, NCT03893071 and NCT04860960). The Company is conducting a Phase 2b clinical trial using Trappsol Cyclo
intravenously in early Alzheimer's disease (NCT05607615) based on encouraging data from an Expanded Access program for Alzheimer's
disease (NCT03624842). Additional indications for the active ingredient in Trappsol Cyclo are in development. For
additional information, visit the Company's website: www.cyclotherapeutics.com.
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 in the success of the potential combination with Cyclo Therapeutics; and the potential of our pipeline. 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 Among other things, these risks include that there can be no guarantee that the
proposed business combination will be completed in the anticipated timeframe or that the conditions required to complete the proposed
combination will be met. In addition, these risks include, but are not limited to, those disclosed under the caption "Risk Factors"
in Rafael's Annual Report on Form 10-K for the year ended July 31, 2023, and Cyclo's Annual Report on Form 10-K for the year
ended December 31, 2023 and the companies' other filings with the SEC. All 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 the companies'
management's estimates as of the date of this press release. While they may elect to update such forward-looking statements at some
point in the future, the companies disclaim any obligation to do so, even if subsequent events cause views to change.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and
shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act.
Important Additional Information Will Be Filed
Rafael Holdings plans to file with the SEC a
Registration Statement on Form S-4 in connection with the transactions and both Rafael Holdings and Cyclo Therapeutics plan to file with
the SEC and mail to their respective stockholders a Joint Proxy Statement/Prospectus in connection with the transactions. Investors and
security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus and other relevant documents filed
with the SEC in connection with the proposed transaction or incorporated by reference into the Joint Proxy Statement/Prospectus (if any)
carefully when they are available before making any voting or investment decision with respect to the proposed transactions. The Registration
Statement, the Joint Proxy Statement/Prospectus and other documents filed with the SEC in connection with the proposed transaction or
incorporated by reference into the Joint Proxy Statement/Prospectus (if any) will contain important information about Rafael Holdings,
Cyclo Therapeutics, the transactions and related matters. Investors and security holders will be able to obtain free copies of the Registration
Statement and the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Rafael Holdings and Cyclo Therapeutics through
the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free
copies of the Registration Statement and the Joint Proxy Statement/Prospectus from Rafael Holdings by contacting david.polinsky@rafaelholdings.com
or Cyclo Therapeutics by contacting cyth@jtcir.com.
Participants in the Solicitation
Rafael and Cyclo and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by
the merger agreement. Information regarding Rafael's directors and executive officers is contained in Rafael proxy statement dated
November 20, 2023, which is filed with the SEC. Information regarding Cyclo's directors and executive officers is contained in Cyclo's