Amendment: Rafael Holdings Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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EXPLANATORY NOTE
On March 26, 2025, Rafael Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of the previously announced business combination transaction with Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”), contemplated by that certain Agreement and Plan of Merger, dated as of August 21, 2024, and as amended as of December 18, 2024 and February 4, 2025 (the “Merger Agreement”), by and among the Company; Cyclo; Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“First Merger Sub”); and Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“Second Merger Sub”), pursuant to which: (i) First Merger Sub merged with and into the Cyclo, with Cyclo being the surviving entity (the “First Merger”), and (ii) immediately following the First Merger, Cyclo merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the subsequent merger (the “Second Merger” and together with the First Merger, the “Merger”).
The Initial Form 8-K stated that the audited financial statements of Cyclo and unaudited pro forma condensed combined financial information related to the Merger would be filed by amendment to the Initial Form 8-K.
The unaudited pro forma condensed combined financial information included in this Form 8-K/A has been presented for informational purposes only, is based on various adjustments and assumptions and is not necessarily indicative of what the Company’s consolidated statement of operations or consolidated statement of financial condition would have been had the Merger been completed as of the dates indicated or will be for any future periods.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of Cyclo as of and for the years ended December 31, 2024 and 2023
and the related notes are set forth in Exhibit 99.1 and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended January 31, 2025 and for the year ended July 31, 2024 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.
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(d) Exhibits.
| Exhibit No | Document | |
| 99.1 | Audited consolidated financial statements of Cyclo Therapeutics, Inc. as of and for the years ended December 31, 2024 and 2023. | |
| 99.2 | Unaudited pro forma condensed combined consolidated balance sheet as of January 31, 2025, and unaudited pro forma condensed combined statements of operations for the six months ended January 31, 2025 and for the year ended July 31, 2024. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
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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 hereunto duly authorized.
| RAFAEL HOLDINGS, INC. | ||
| By: | /s/ William Conkling | |
| Name: | William Conkling | |
| Title: | Chief Executive Officer | |
Dated: April 28, 2025 |
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EXHIBIT INDEX
| Exhibit Number |
Document | |
| 99.1 | Audited consolidated financial statements of Cyclo Therapeutics, Inc. as of and for the years ended December 31, 2024 and 2023. | |
| 99.2 | Unaudited pro forma condensed combined consolidated balance sheet as of January 31, 2025, and unaudited pro forma condensed combined statements of operations for the six months ended January 31, 2025 and for the year ended July 31, 2024. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
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