Full Press Release Details
Rafael Holdings, Inc. Announces Proposed Terms
of a $25 Million Rights Offering to Support Its Commitment to the Development and Potential Launch of Trappsol Cyclo
NEWARK, NJ- April 29, 2025 (GLOBE NEWSWIRE) - Rafael Holdings,
Inc. (NYSE: RFL; NYSE American: RFL-WT) today announced a rights offering, including key dates and terms. The planned offering is designed
to provide existing stockholders and holders of our public warrants ("Holders") the opportunity to purchase additional shares
of Rafael Holdings' Class B common stock, par value $0.01 per share ("Class B Common Stock"), subject to the terms outlined
below for an aggregate offering of $25 million. The funds provide the Company additional capital for the potential launch of Trappsol Cyclo
in the event of a positive interim result from the 48-week interim analysis of the TransportNPC Phase 3 clinical trial in Niemann-Pick
Disease Type C1 ("NPC1").
Holders of record as of May 9, 2025 (the "Record Date")
will be eligible to participate in the rights offering. To be considered a Holder of record on the Record Date, prospective Holders must
complete open market purchases by May 8, 2025.
Rights Offering Details
Under the proposed rights offering, Rafael Holdings intends to distribute
one (1) non-transferable subscription right for each share of Class B Common Stock or Class A common stock or share of Class B Common
Stock purchasable on exercise of Public Warrants, in each case, held as of the Record Date. Each subscription right will entitle the Holder
to purchase 0.526 of a share of Class B Common Stock at a subscription price of $1.28 per share. Subscription rights may only be exercised
in whole numbers, and fractional shares will not be issued. The number of shares that may be purchased by each holder of subscription
rights will be rounded down to the nearest whole number.
Howard Jonas, the Company's Executive Chairman and Chairman of
the Board will enter into a Standby Purchase Agreement with the Company pursuant to which he will purchase from the Company, in a private
placement, any shares of Class B Common Stock not subscribed for in the proposed rights offering for the same subscription price payable
by holders electing to exercise the subscription rights in the proposed rights offering.
The rights offering will be subject to certain conditions, and Rafael
Holdings reserves the right to terminate the rights offering at any time prior to its expiration date.
The subscription rights are non-transferable and may only be exercised
during the subscription period, from May 13, 2025, through 5:00 PM ET on May 29, 2025, unless extended or terminated earlier by Rafael
The expected calendar for the rights offering is as follows:
Rafael Holdings has engaged D.F. King & Co., Inc. as the Information
Agent for the rights offering. For questions or to request copies of the prospectus supplement, please contact D.F. King at (800) 992-3086
or via email at rfl@dfking.com.
Neither Rafael Holdings nor its Board of Directors has made any recommendation
regarding whether Holders should exercise their subscription rights. Holders are encouraged to carefully review the subscription materials
provided by Rafael Holdings and consult with their legal and financial advisors before making a decision.
A registration statement relating to the Class B Common Stock has been
filed with the SEC on April 18, 2025, and was declared effective on April 29, 2025. The rights offering will be made solely by means of
a written prospectus supplement describing the terms of the rights offering and how Holders may exercise their subscription rights in
the proposed rights offering and will be available on the SEC's website at https://www.sec.gov when filed. Copies of the prospectus
supplement, when available, will be mailed to Holders as of the Record Date and may be obtained from D.F. King & Co., email: rfl@dfking.com,
or telephone: (800) 992-3086.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor will there be any sale of these securities in any state or jurisdiction where such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Rafael Holdings, Inc.
Rafael Holdings, Inc. holds interests in clinical and early-stage pharmaceutical
and certain other companies, including our wholly-owned subsidiary, Cyclo Therapeutics, LLC, a clinical stage biotechnology company dedicated
to developing Rafael's lead clinical candidate, Trappsol Cyclo , which is being evaluated in clinical
trials for the potential treatment of Niemann-Pick Disease Type C1 ("NPC1"), a rare, fatal, and progressive genetic disorder.
Rafael also holds majority equity interests in LipoMedix Pharmaceuticals Ltd., a clinical stage pharmaceutical company, Cornerstone Pharmaceuticals,
Inc., formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company, Rafael Medical Devices, LLC, an orthopedic-focused
medical device company developing instruments to advance minimally invasive surgeries, and Day Three Labs, Inc., a company which empowers
third-party manufacturers to reimagine their existing cannabis offerings.
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, 2024, 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.
For further information, please contact:
D.F. King & Co., Inc. (Information Agent)
Toll-Free Number: (800) 992-3086
Email: rfl@dfking.com
Rafael Holdings, Inc.