UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended April 30, 2026

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission File Number: 000-55863

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		82-2296593
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

520 Broad Street, Newark, New Jersey 07102

(Address of principal executive offices, zip code)

(212) 658-1450

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol

Name of each exchange on which registered

Class B common stock, par value $0.01 per share

RFL

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of June 9, 2026 was:

Class A common stock, par value $0.01 per share:		787,163 shares
Class B common stock, par value $0.01 per share:		51,212,833 shares (excluding 101,487 treasury shares)

RAFAEL HOLDINGS, INC.

TABLE OF CONTENTS

Part I, FINANCIAL INFORMATION			1
	Item 1.	Financial Statements (Unaudited)
		Consolidated Balance Sheets as of April 30, 2026 and July 31, 2025	1
		Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended April 30, 2026 and 2025	2
		Consolidated Statements of Equity for the Three and Nine Months Ended April 30, 2026 and 2025	3
		Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2026 and 2025	6
		Notes to Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	48
	Item 4.	Controls and Procedures	48

Part II. OTHER INFORMATION			49
	Item 1.	Legal Proceeding	49
	Item 1A.	Risk Factors	49
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
	Item 3.	Defaults Upon Senior Securities	49
	Item 4.	Mine Safety Disclosures	49
	Item 5.	Other Information	49
	Item 6.	Exhibits	50

SIGNATURES			51

PART I. FINANCIAL INFORMATION

RAFAEL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	April 30, 2026			July 31, 2025
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	30,497		$	52,769
Prepaid clinical costs		2,919			1,045
Other receivables		—			1,206
Accounts receivable, net of allowance for credit losses of $245 at April 30, 2026 and July 31, 2025		294			627
Inventory		276			281
Prepaid expenses and other current assets		872			786
Total current assets		34,858			56,714

Property and equipment, net		1,524			1,596
Non-current prepaid clinical costs		244			1,399
Convertible notes receivable classified as available-for-sale		2,124			1,858
Goodwill		19,939			19,939
Intangible assets, net		896			994
In-process research and development		31,575			31,575
Investments		750			—
Other assets		80			34
TOTAL ASSETS	$	91,990		$	114,109

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	7,043		$	6,893
Accrued expenses		2,764			3,304
Convertible notes payable		608			614
Due to related parties, net		535			723
Other current liabilities		70			66
Total current liabilities		11,020			11,600

Accrued expenses, noncurrent		—			3,895
Convertible notes payable, noncurrent		2			78
Deferred income tax liability		138			138
Other liabilities		27			27
TOTAL LIABILITIES		11,187			15,738

COMMITMENTS AND CONTINGENCIES

EQUITY
Class A common stock, $0.01 par value; 35,000,000 shares authorized, 787,163 shares issued and outstanding as of April 30, 2026 and July 31, 2025		8			8
Class B common stock, $0.01 par value; 200,000,000 shares authorized, 51,206,648 issued and outstanding (excluding treasury shares of 101,487) as of April 30, 2026, and 50,789,697 issued and outstanding (excluding treasury shares of 101,487) as of July 31, 2025		513			508
Additional paid-in capital		323,234			322,161
Accumulated deficit		(252,722	)		(232,263	)
Treasury stock, at cost; 101,487 Class B shares as of April 30, 2026 and July 31, 2025		(168	)		(168	)
Accumulated other comprehensive income related to unrealized income on available-for-sale securities		624			358
Accumulated other comprehensive income related to foreign currency translation adjustment		3,897			3,787
Total equity attributable to Rafael Holdings, Inc.		75,386			94,391
Noncontrolling interests		5,417			3,980
TOTAL EQUITY		80,803			98,371
TOTAL LIABILITIES AND EQUITY	$	91,990		$	114,109

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited, in thousands, except share and per share data)

	Three Months Ended April 30,						Nine Months Ended April 30,
	2026			2025			2026			2025
REVENUE
Infusion Technology	$	—		$	42		$	—		$	93
Rental – Third Party		60			49			173			147
Rental – Related Party		30			28			89			84
Product revenue		89			243			368			243
Total revenue		179			362			630			567

COSTS AND EXPENSES
Cost of Infusion Technology revenue		—			31			—			106
Cost of product revenue		8			9			29			9
General and administrative		2,140			3,170			7,260			8,284
Research and development		4,853			3,003			16,866			5,276
Depreciation and amortization		48			62			153			238
Loss on impairment of goodwill		—			—			—			3,050
Loss from operations		(6,870	)		(5,913	)		(23,678	)		(16,396	)

Interest income		286			472			1,023			1,529
Realized gain on available-for-sale securities		—			—			—			178
Unrealized loss on investment - Cyclo		—			(1,393	)		—			(5,144	)
Unrealized (gain) loss on convertible notes receivable, due from Cyclo		—			383			—			(719	)
Interest expense		(6	)		(165	)		(327	)		(490	)
Gain on settlement of accounts payable and convertible notes payable		3,723			—			3,958			—
Other income (loss), net		(25	)		154			54			74
Loss before income taxes		(2,892	)		(6,462	)		(18,970	)		(20,968	)
(Provision for) benefit from income taxes		(6	)		2,411			(52	)		2,379
Consolidated net loss		(2,898	)		(4,051	)		(19,022	)		(18,589	)

Consolidated net loss		(2,898	)		(4,051	)		(19,022	)		(18,589	)
Net income (loss) attributable to noncontrolling interests		1,328			728			1,437			(163	)
Net loss attributable to Rafael Holdings, Inc.	$	(4,226	)	$	(4,779	)	$	(20,459	)	$	(18,426	)

OTHER COMPREHENSIVE LOSS
Consolidated net loss	$	(2,898	)	$	(4,051	)	$	(19,022	)	$	(18,589	)
Unrealized gain on available-for-sale securities		266			84			266			108
Foreign currency translation adjustment		24			4			110			37
Comprehensive loss		(2,608	)		(3,963	)		(18,646	)		(18,444	)
Comprehensive income (loss) attributable to noncontrolling interests		1,327			728			1,432			(165	)
Comprehensive loss attributable to Rafael Holdings, Inc.	$	(3,935	)	$	(4,691	)	$	(20,078	)	$	(18,279	)
Loss per share attributable to common stockholders
Basic and diluted	$	(0.08	)	$	(0.19	)	$	(0.40	)	$	(0.73	)

Weighted average number of shares used in calculation of loss per share
Basic and diluted		51,229,576			25,238,501			51,327,943			25,131,655

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands, except share data)

	Three Months Ended April 30, 2026
	Common Stock, Series A				Common Stock, Series B				Additional					Accumulated other				Treasury Stock
	Shares		Amount		Shares		Amount		paid-in capital		Accumulated deficit			comprehensive income		Noncontrolling interests		Class B Shares		Amount			Total Equity
Balance at January 31, 2026		787,163	$	8		51,218,790	$	513	$	323,081	$	(248,496	)	$	4,231	$	4,089		101,487	$	(168	)	$	83,258
Net (loss) income		—		—		—		—		—		(4,226	)		—		1,328		—		—			(2,898	)
Stock-based compensation	<

SEC Form 10-Q filed by Rafael Holdings Inc.