Rafael Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Maters to a Vote of Security Holders.
On March 20, 2025, Rafael Holdings, Inc. (“Rafael”) held a special meeting of its stockholders (the “Special Meeting”) to consider and vote on proposals for (i) the approval of the issuance (the “Share Issuance”) of shares of Rafael’s Class B common stock in exchange for shares of common stock of Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”) in connection with the proposed merger of Cyclo with and into a subsidiary of Rafael pursuant to that certain Agreement and Plan of Merger, dated as of August 21, 2024 (as amended as of December 18, 2024 and February 4, 2025), by and among Rafael; Cyclo; and certain subsidiaries of Rafael; and (ii) the approval of an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are insufficient votes present in person or by proxy for, or otherwise in connection with, the approval of the Share Issuance
(b) (1) A majority of the votes present or represented at the Special Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of the Share Issuance.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | ||||
| 3,706,261 | 1,571 | 1,503 | 0 | 99.92 |
(2) A majority of the votes present or represented at the Special Meeting by the holders of shares entitled to vote on the following matter were voted in connection in connection with the approval of an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are insufficient votes present in person or by proxy for, or otherwise in connection with, the approval of the Share Issuance.
The number of votes cast with respect to this matter was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Vote | % Votes For | ||||
| 3,676,323 | 32,783 | 229 | 0 | 99.77 |
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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: March 24, 2025
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