• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Helper
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees for your businessNEW
    Legal
    Terms of usePrivacy policyCookie policy

    Cyclo Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits

    12/23/24 5:05:14 PM ET
    $CYTH
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $CYTH alert in real time by email
    ctdh20241223_8k.htm
    false 0000922247 0000922247 2024-12-18 2024-12-18 0000922247 ctdh:CommonStockParValue0001PerShareCustomMember 2024-12-18 2024-12-18 0000922247 ctdh:WarrantsToPurchaseCommonStockCustomMember 2024-12-18 2024-12-18


     
    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
     
    December 18, 2024
    Date of Report (Date of earliest event reported)
     
    CYCLO THERAPEUTICS, INC.
    (Exact name of registrant as specified in its charter)
     
    Nevada
     
    001-39780
     
    59-3029743
    (State or other jurisdiction
    of incorporation)
     
    (Commission
    File Number)
     
    (IRS Employer
    Identification No.)
     
    6714 NW 16th Street, Suite B
    Gainesville, Florida
     
    32653
    (Address of principal executive offices)
     
    (Zip Code)
     
    (386) 418-8060
    Registrant’s telephone number, including area code
     
    Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
    ☐
    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))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
     
    Trading Symbol(s)
     
    Name of each exchange on which registered
    Common Stock, par value $.0001 per share
     
    CYTH
     
    The Nasdaq Stock Market LLC
    Warrants to purchase Common Stock
     
    CYTHW
     
    The Nasdaq Stock Market LLC
     
    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. ☐ 
     
     

     
     
    Item 1.01.
    Entry into a Material Definitive Agreement.
     
    Amendment to Agreement and Plan of Merger
     
    On August 21, 2024, Cyclo Therapeutics, Inc., a Nevada corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company; Rafael Holdings, Inc., a Delaware corporation (“Rafael”); Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Rafael (“First Merger Sub”); and Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Rafael (“Second Merger Sub”), pursuant to which: (i) First Merger Sub will merge with and into the Company, with the Company being the surviving entity (the “First Merger”), and (ii) immediately following the First Merger, the Company will merge 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 Merger is subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement and the approval of the Company’s and Rafael’s respective stockholders.
     
    In connection with the Merger, Rafael filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) on October 9, 2024, as amended on November 22, 2024 and December 20, 2024 (File Number 333-282558) (the “Form S-4”). The Merger Agreement provides that it may terminate or be terminated in certain circumstances, including in the event that the SEC has not declared the Form S-4 effective under the Securities Act of 1933, as amended (the “Securities Act”) by December 31, 2024 (the “Merger Agreement End Date”). Accordingly, on December 18, 2024, the Company and Rafael entered into an Amendment to Agreement and Plan of Merger (the “Amendment to Merger Agreement”), pursuant to which the Merger Agreement End Date was extended from December 31, 2024 to February 15, 2025.
     
    The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which the Company filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on August 22, 2024. The foregoing description of the Amendment to Merger Agreement is qualified in its entirety by reference to the actual terms thereof contained in the Amendment to Merger Agreement, which is being filed as Exhibit 2.1 to this Current Report on Form 8-K, and such terms are incorporated herein by reference.
     
    Amendment to Convertible Promissory Notes
     
    Rafael is the holder of: (i) that certain Convertible Promissory Note, dated June 11, 2024 (the “June Promissory Note”), made by the Company in favor of Rafael, in the original principal amount of Two Million Dollars ($2,000,000.00), with a maturity date of December 21, 2024; (ii) that certain Convertible Promissory Note, dated July 16, 2024 (the “July Promissory Note”), made by the Company in favor of Rafael, in the original principal amount of Two Million Dollars ($2,000,000.00), with a maturity date of December 21, 2024; (iii) that certain Convertible Promissory Note, dated August 21, 2024 (the “August Promissory Note”), made by the Company in favor of Rafael, in the original principal amount of Three Million Dollars ($3,000,000.00), with a maturity date of December 21, 2024; (iv) that certain Convertible Promissory Note, dated September 9, 2024 (the “September Promissory Note”), made by the Company in favor of Rafael, in the original principal amount of Three Million Dollars ($3,000,000.00), with a maturity date of December 21, 2024; (v) that certain Convertible Promissory Note, dated October 8, 2024 (the “October Promissory Note”), made by the Company in favor of Rafael, in the original principal amount of Three Million Dollars ($3,000,000.00), with a maturity date of December 21, 2024; (vi) that certain Convertible Promissory Note, dated November 7, 2024 (the “November Promissory Note”), made by the Company in favor of Rafael, in the original principal amount of Two Million Dollars ($2,000,000.00), with a maturity date of December 21, 2024; and (vii) that certain Convertible Promissory Note, dated December 5, 2024 (the “December Promissory Note”, and together with the June Promissory Note, the July Promissory Note, the August Promissory Note, the September Promissory Note, the October Promissory Note, and the November Promissory Note, each a “Note” and collectively, the “Notes”), made by the Company in favor of Rafael, in the original principal amount of One Million Dollars ($1,000,000.00), with a maturity date of December 21, 2024.
     
    On December 21, 2024, the Company entered into an Amendment to Convertible Promissory Notes (the “Amendment to Notes”) with Rafael, pursuant to which each of the Notes was amended to extend the maturity date thereunder from December 21, 2024 to February 15, 2025.
     
     

     
     
    The foregoing description of the Amendment to Notes is qualified in its entirety by reference to the actual terms thereof contained in the Amendment to Notes, which is being filed as Exhibit 10.1 to this Current Report on Form 8-K, and such terms are incorporated herein by reference.
     
    Item 2.03.
    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
     
    The information contained under the heading “Amendment to Convertible Promissory Notes” in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
     
    Item 8.01.
    Other Events.
     
    On December 23, 2024, the Company received a notice from Rafael that Rafael had elected, pursuant to Section 2(c) of the August Promissory Note, to convert Two Million Five Hundred Thousand Dollars ($2,500,000) of the outstanding balance of the August Promissory Note into 3,968,254 shares of the Company’s common stock, at a conversion price of $0.63 (the “Conversion”). The conversion price was based on the closing price of the Company’s common stock on The Nasdaq Capital Market on December 20, 2024, the trading date immediately preceding the date of Conversion. After the Conversion, Rafael is the holder of approximately 39.5% of the Company’s common stock.
     
    The foregoing description of the August Promissory Note is qualified in its entirety by reference to the full text of the August Promissory Note, which the Company filed as Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on August 22, 2024.
     
    Item 9.01.
    Financial Statements and Exhibits.
     
    (d) Exhibits
     
    Exhibit
    No.
    Description
       
    2.1
    Amendment to Agreement and Plan of Merger dated as of December 18, 2024 by and among Cyclo Therapeutics, Inc. and Rafael Holdings, Inc.+
    10.1
    Amendment to Convertible Promissory Notes dated as of December 21, 2024 by and among Cyclo Therapeutics, Inc. and Rafael Holdings, Inc.+
    104
    Cover Page Interactive Data File (embedded within the Inline XBRL document).
     
    +Filed herewith.
     
     

     
     
    SIGNATURES
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
     
    CYCLO THERAPEUTICS, INC.
         
    Date: December 23, 2024
    By:
    /s/ N. Scott Fine
       
    N. Scott Fine, Chief Executive Officer
     
     
    Get the next $CYTH alert in real time by email

    Crush Q3 2025 with the Best AI Executive Assistant

    Stay ahead of the competition with Tailforce.ai - your AI-powered business intelligence partner.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Tailforce.ai

    Recent Analyst Ratings for
    $CYTH

    DatePrice TargetRatingAnalyst
    More analyst ratings

    $CYTH
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Director Conkling William was granted 27,654 shares, increasing direct ownership by 55% to 77,884 units (SEC Form 4)

      4 - Cyclo Therapeutics, Inc. (0000922247) (Issuer)

      3/3/25 11:45:25 AM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
    • Director Wong Vivien was granted 25,140 shares, increasing direct ownership by 63% to 64,853 units (SEC Form 4)

      4 - Cyclo Therapeutics, Inc. (0000922247) (Issuer)

      3/3/25 11:45:00 AM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
    • Director Cross Shawn was granted 28,597 shares, increasing direct ownership by 27% to 136,346 units (SEC Form 4)

      4 - Cyclo Therapeutics, Inc. (0000922247) (Issuer)

      3/3/25 11:44:36 AM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care

    $CYTH
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Rafael Holdings Completes Merger with Cyclo Therapeutics Following Shareholder Approvals

      NEWARK, N.J. and GAINESVILLE, Fla., March 26, 2025 (GLOBE NEWSWIRE) -- Rafael Holdings, Inc. (NYSE:RFL), and Cyclo Therapeutics, Inc. (NASDAQ:CYTH) today announced the closing of their business combination following approval by shareholders of both companies. Rafael Holdings issued shares of its Class B common stock to Cyclo Therapeutics' shareholders representing approximately 22% of the combined company, based on the exchange ratio in the merger agreement between the parties determined to be 0.3525. Rafael also issued warrants to purchase shares of Rafael Class B common stock to certain holders of Cyclo warrants. Rafael Holdings has identified Trappsol® Cyclo™ as its lead clinical asset

      3/26/25 6:50:00 AM ET
      $CYTH
      $RFL
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
      Real Estate
      Finance
    • Rafael Holdings Reports Second Quarter Fiscal 2025 Financial Results

      The planned merger with Cyclo Therapeutics is anticipated to close in Q3 pending shareholder approvals Post-merger the Company intends to focus its efforts on Cyclo's lead clinical program Trappsol® Cyclo™ NEWARK, N.J., March 13, 2025 (GLOBE NEWSWIRE) -- Rafael Holdings, Inc. (NYSE:RFL), today reported its financial results for the second quarter and first six months of fiscal year 2025 ended January 31, 2025. "We look forward to the upcoming shareholder vote on our pending merger with Cyclo Therapeutics (NASDAQ:CYTH) later this month and anticipate closing promptly post shareholder approvals. Upon closing, the Company's strategic focus will be on its lead clinical asset, T

      3/13/25 5:50:30 PM ET
      $CYTH
      $RFL
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
      Real Estate
      Finance
    • Cyclo Therapeutics Presents Positive Preliminary Data from Ongoing Phase 3 TransportNPC™ Open-Label Sub-Study in Patients (< 3 Years Old)

      First data in NPC1 on treatment in this age group over a period of 48 weeks At 24 weeks of the sub-study, 7 of 8 patients (87%) and at 48 weeks of the sub-study, 6 of 7 patients (86%) show stabilization or improvement in Clinical Global Impression – Change (CGI-C) Scale Data presented at the 21st Annual WORLDSymposium™ 2025 Company on track for topline data from the 48-week interim analysis of 104 enrolled patients in TransportNPC™ in H1 2025 Cyclo Therapeutics, Inc. (NASDAQ:CYTH) ("Cyclo Therapeutics" or the "Company"), a clinical stage biotechnology company dedicated to developing life-changing medicines through science and innovation for patients and families living with rare and

      2/7/25 8:05:00 AM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care

    $CYTH
    SEC Filings

    See more
    • SEC Form 15-12G filed by Cyclo Therapeutics Inc.

      15-12G - Cyclo Therapeutics, Inc. (0000922247) (Filer)

      4/7/25 4:05:19 PM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
    • Cyclo Therapeutics Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

      8-K - Cyclo Therapeutics, Inc. (0000922247) (Filer)

      3/26/25 7:05:41 AM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
    • Cyclo Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

      8-K - Cyclo Therapeutics, Inc. (0000922247) (Filer)

      3/24/25 4:30:22 PM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care

    $CYTH
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Maxim Group reiterated coverage on Cyclo Therapeutics with a new price target

      Maxim Group reiterated coverage of Cyclo Therapeutics with a rating of Buy and set a new price target of $25.00 from $12.00 previously

      2/10/21 8:07:06 AM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care

    $CYTH
    Leadership Updates

    Live Leadership Updates

    See more
    • 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, N.J. and GAINESVILLE, Fla., Aug. 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

      8/22/24 6:50:00 AM ET
      $CYTH
      $RFL
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
      Real Estate
      Finance
    • 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 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

      8/22/24 6:50:00 AM ET
      $CYTH
      $RFL
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
      Real Estate
      Finance
    • Cyclo Therapeutics Appoints Caroline Hastings, M.D. as Global Principal Investigator for Ongoing TransportNPC™ Study Evaluating Trappsol® Cyclo™ for the Treatment of Niemann-Pick Disease

      – Dr. Hastings is a world-renowned Key Opinion Leader for Niemann-Pick Disease Type C1 and the first physician in the U.S. to use cyclodextrins for treatment in NPC, compassionate use – Site activation ongoing and currently enrolling patients in pivotal Phase 3 study, TransportNPC™ – Data seen to-date provide support for the capacity of Trappsol® Cyclo™ to stabilize disease progression with home-based intravenous infusions in NPC and demonstrate acceptable safety profile of Trappsol® Cyclo™ administered intravenously for more than 2 years Cyclo Therapeutics, Inc. (NASDAQ:CYTH) ("Cyclo Therapeutics" or the "Company"), a clinical stage biotechnology company dedicated to developing life-cha

      12/9/21 8:05:00 AM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care

    $CYTH
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G/A filed by Cyclo Therapeutics Inc. (Amendment)

      SC 13G/A - Cyclo Therapeutics, Inc. (0000922247) (Subject)

      2/14/24 2:44:54 PM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
    • SEC Form SC 13G/A filed by Cyclo Therapeutics Inc. (Amendment)

      SC 13G/A - Cyclo Therapeutics, Inc. (0000922247) (Subject)

      2/14/23 12:30:13 PM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care
    • SEC Form SC 13G filed by Cyclo Therapeutics Inc.

      SC 13G - Cyclo Therapeutics, Inc. (0000922247) (Subject)

      2/10/23 4:28:56 PM ET
      $CYTH
      Biotechnology: Biological Products (No Diagnostic Substances)
      Health Care