• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • 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
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form SC 13D/A filed by Rafael Holdings Inc. (Amendment)

    10/24/23 4:43:18 PM ET
    $RFL
    Real Estate
    Finance
    Get the next $RFL alert in real time by email
    SC 13D/A 1 ea187220-13da2rafael_cyclo.htm AMENDMENT NO. 2 TO SCHEDULE 13D

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     

    SCHEDULE 13D

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)*

     

    Cyclo Therapeutics, Inc.
    (Name of Issuer)

     

    Common Stock, par value $.0001 per share
    (Title of Class of Securities)

     

    23254X201
    (CUSIP Number)

     

    William Conkling, c/o Rafael Holdings, Inc., 520 Broad Street, Newark N.J. 07102
    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

     

    October 20, 2023

    (Date of Event Which Requires Filing of This Statement)

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

     

    * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

     

     

    CUSIP No.______
       
    (1) Names of reporting persons: Rafael Holdings, Inc.
       
       
    (2) Check the appropriate box if a member of a group (see instructions)
      (a)  o
      (b)  o
       
       
    (3) SEC use only
       
       
    (4) Source of funds (see instructions) WC
       
       
    (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
       
       
    (6) Citizenship or place of organization Delaware
       

       
      Number of shares beneficially owned by each reporting person with:
         
      (7) Sole voting power 12,780,543
         
         
      (8) Shared voting power
         
         
      (9) Sole dispositive power 12,780,543
         
         
      (10) Shared dispositive power
         

       
    (11) Aggregate amount beneficially owned by each reporting person 12,780,543
       
       
    (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
       
       
    (13) Percent of class represented by amount in Row (11) 49%*
       
       
    (14) Type of reporting person (see instructions) CO
       

     

      * Calculated based on 26,083,008 shares of Common Stock, par value $0.0001, consisting of: (i) 19,308,449 shares of Common Stock outstanding as of August 11, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed on August 14, 2023; (ii) the Investors (as defined in Item 6) exercising their vested warrants to purchase an aggregate of 3,023,956 shares of Common Stock, including Rafael’s exercising of the First Tranche Warrant to purchase 2,514,970 shares of Common Stock (as described in Item 4 below); and (iii) Rafael’s ownership of warrants to purchase an aggregate of 6,766,467 shares of Common Stock, which warrants are currently exercisable with respect to approximately 3,750,603 shares due to a limitation on exercise contained in the Second Tranche Warrant and Third Tranche Warrant (as defined in Item 4 below).

     

    2

     

     

    SCHEDULE 13D/A

     

    This Amendment No. 2 to Schedule 13D (this “Amendment”) supplements and amends the information contained in the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2023, as previously amended by Amendment No. 1 thereto filed with the Commission on August 7, 2023 (as so amended, the “Schedule 13D”). This Amendment No. 2 amends Items 3, 4, 5, 6, and 7 as set forth below.  Terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13D.

     

    ITEM 3. SOURCE OR AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     

    The information set forth in Item 4 is hereby incorporated by reference in its entirety in this Item 3.

     

    ITEM 4. PURPOSE OF TRANSACTION.

     

    Item 4 is hereby amended and supplemented as follows:

     

    On October 20, 2023, Rafael exercised the First Tranche Warrant to purchase 2,514,970 Shares at an exercise price of $0.71 per share, pursuant to a Securities Purchase Agreement dated October 20, 2023, and in consideration of the receipt of a new warrant to purchase an additional 2,766,467 Shares, at an exercise price of $0.95 per share and a term of four years (the “Third Tranche Warrant”). The source of funds for the purchase of the First Tranche Shares (and the related receipt of the Third Tranche Warrant) is from the working capital of Rafael. Both the Second Tranche Warrant and the Third Tranche Warrant are currently exercisable, subject to a contractual limitation that limits the exercise of the Second Tranche Warrant and the Third Tranche Warrant to the extent Rafael would beneficially own in excess of 49% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise.

     

    Rafael acquired the Shares reported herein solely for investment purposes. Rafael may make additional purchases of Shares either in the open market or in private transactions depending on Rafael’s business, prospects and financial condition, the market for the Shares, general economic conditions, stock market conditions and other future developments.

     

    Except as described in this Item 4, Rafael does not have, as of the date of this Amendment, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (i) of Item 4 of Schedule 13D. Rafael may change its plans in the future.

     

    ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     

    Item 5 is hereby amended by deleting it in its entirety and substituting the following therefor:

     

    As of the date hereof, Rafael is the beneficial owner of 12,780,543 shares of the Company’s Common Stock consisting of: (i) 9,029,940 shares of Common Stock; and (ii) warrants to purchase an aggregate of 6,766,467 shares of Common Stock, which warrants are currently exercisable with respect to approximately 3,750,603 shares due to a limitation on exercise contained in the Second Tranche Warrant and Third Tranche Warrant.

     

    Rafael’s beneficial ownership represents approximately 49% of the total issued and outstanding shares of Common Stock, calculated based on 26,083,008 shares of Common Stock, consisting of: (i) 19,308,449 shares of Common Stock outstanding as of August 11, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed on August 14, 2023; (ii) the Investors (as defined in Item 6) exercising their vested warrants to purchase an aggregate of 3,023,956 shares of Common Stock, including Rafael’s exercising of the First Tranche Warrant to purchase 2,514,970 shares of Common Stock; and (iii) Rafael’s ownership of warrants to purchase an aggregate of 6,766,467 shares of Common Stock, which warrants are currently exercisable with respect to approximately 3,750,603 shares due to a limitation on exercise contained in the Second Tranche Warrant and the Third Tranche Warrant.

     

    See Schedule 1 for the information applicable to the executive officers, directors and each person controlling Rafael, as applicable (collectively, the “Listed Persons”).

     

    Except as described above in this Amendment, neither Rafael nor any of the Listed Persons have effected any transactions in the Shares during the past 60 days.

     

    3

     

     

    ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

     

    The information provided in Item 4 above is incorporated by reference into this Item 6.

     

    As disclosed on the Company’s Current Report on Form 8-K (the “Company Form 8-K”) filed with the Commission, on October 20, 2023 (the “Closing Date”), Cyclo Therapeutics, Inc. (the “Company”) announced that it had entered into a securities purchase agreement (“Purchase Agreement”) with certain accredited investors (the “Investors”) to raise $2,147,009 in a private offering (“Offering”). The Investors own vested warrants to purchase an aggregate of 3,023,956 shares of the Company’s common stock at an exercise price of $0.71 per share (the “Original Warrants”), which they purchased in private offerings in April and May 2023. In the Offering, the Investors exercised their Original Warrants in full on or prior to the Closing Date, in consideration of receipt of new warrants, including the Third Tranche Warrant (“New Warrants”), with an exercise price equal to $0.95 per share, to purchase 110% of the number of shares of the Company’s common stock covered under the Original Warrants. The New Warrants will be exercisable for cash only and have a term of four years from the issuance date. The Investors include Rafael Holdings, Inc., a significant shareholder of the Company, several directors of the Company, management, and their affiliates.

     

    The foregoing descriptions of the Purchase Agreement and the Third Tranche Warrant are only summaries, and do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and Third Tranche Warrant. The Purchase Agreement and Third Tranche Warrant are attached to the Company’s Form 8-K as Exhibits 10.1 and 4.1 and are incorporated by reference herein.

     

    ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

     

    1.

    Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2023).

       
    2. Form of New Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2023).

     

    4

     

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

      Date October 24, 2023
         
       

    RAFAEL HOLDINGS, INC.

     

      Signature:  By: /s/ William Conkling
         
     

    Name/Title 

    William Conkling

    Chief Executive Officer

     

    5

     

     

    Schedule I

     

    The following sets forth the name, business address, and present principal occupation and citizenship of each director, executive officer and controlling person of Rafael Holdings, Inc.

     

    Executive Officers of Rafael Holdings, Inc.

     

    William Conkling

    c/o Rafael Holdings, Inc., 520 Broad Street, Newark, NJ 07102

    Principal Occupation: Chief Executive Officer

    Citizenship: USA

    Amount Beneficially Owned: Options to purchase 6,700 shares of Common Stock, and 2,449 shares of Common Stock

     

    David Polinsky

    c/o Rafael Holdings, Inc., 520 Broad Street, Newark, NJ 07102

    Principal Occupation: Chief Financial Officer

    Citizenship: USA

    Amount Beneficially Owned: 0

     

    Howard S. Jonas

    c/o Rafael Holdings, Inc., 520 Broad Street, Newark, NJ 07102

    Principal Occupation: Executive Chairman and Chairman of the Board

    Citizenship: USA

    Amount Beneficially Owned: 0

     

    Directors of Rafael Holdings, Inc.

     

    Howard S. Jonas

    (see above)

     

    Stephen Greenberg

    c/o Rafael Holdings, Inc., 520 Broad Street, Newark, NJ 07102

    Principal Occupation: Managing Member of Pilgrim Mediation Group and Bento Box Entertainment

    Citizenship: USA

    Amount Beneficially Owned: 0

     

    Rachel Jonas

    c/o Rafael Holdings, Inc., 520 Broad Street, Newark, NJ 07102

    Principal Occupation: Director

    Citizenship: USA

    Amount Beneficially Owned: 0

     

    Mark McCamish

    c/o Rafael Holdings, Inc., 520 Broad Street, Newark, NJ 07102

    Principal Occupation: President and Chief Executive Officer of IconOVir Bio

    Citizenship: USA

    Amount Beneficially Owned: 0

     

    Michael J. Weiss

    c/o Rafael Holdings, Inc., 520 Broad Street, Newark, NJ 07102

    Principal Occupation: Ophthalmologist at Edward S. Harkness Eye Institute

    Citizenship: USA

    Amount Beneficially Owned: 0

     

     

    6

     

     

    Get the next $RFL alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $RFL

    DatePrice TargetRatingAnalyst
    More analyst ratings

    $RFL
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • Amendment: SEC Form SC 13D/A filed by Rafael Holdings Inc.

      SC 13D/A - Rafael Holdings, Inc. (0001713863) (Subject)

      9/30/24 5:40:03 PM ET
      $RFL
      Real Estate
      Finance
    • Amendment: SEC Form SC 13D/A filed by Rafael Holdings Inc.

      SC 13D/A - Rafael Holdings, Inc. (0001713863) (Subject)

      6/18/24 6:12:11 PM ET
      $RFL
      Real Estate
      Finance
    • SEC Form SC 13D/A filed by Rafael Holdings Inc. (Amendment)

      SC 13D/A - Rafael Holdings, Inc. (0001713863) (Filed by)

      10/24/23 4:43:18 PM ET
      $RFL
      Real Estate
      Finance

    $RFL
    SEC Filings

    See more
    • Rafael Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

      8-K - Rafael Holdings, Inc. (0001713863) (Filer)

      5/6/25 4:49:29 PM ET
      $RFL
      Real Estate
      Finance
    • SEC Form 424B3 filed by Rafael Holdings Inc.

      424B3 - Rafael Holdings, Inc. (0001713863) (Filer)

      5/6/25 4:40:50 PM ET
      $RFL
      Real Estate
      Finance
    • Amendment: SEC Form 8-K/A filed by Rafael Holdings Inc.

      8-K/A - Rafael Holdings, Inc. (0001713863) (Filer)

      5/5/25 7:15:49 AM ET
      $RFL
      Real Estate
      Finance

    $RFL
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Rafael Holdings, Inc. Announces Revised Subscription Rights in Connection With its Previously Announced $25 Million Rights Offering to Support Its Commitment to the Development and Potential Launch of Trappsol® Cyclo™

      NEWARK, N.J., May 05, 2025 (GLOBE NEWSWIRE) -- Rafael Holdings, Inc. (NYSE:RFL, NYSE:RFL) today announced revised subscription rights in connection with its previously announced rights offering. 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. Former holders of Cyclo Therapeutics, Inc. who did not hold shares in street name and have not submitted their letter of transmittal to Equiniti Trust Company LLC (the Company's transfer agent), and wish to participate in the rights offering, should send their

      5/5/25 7:00:00 AM ET
      $RFL
      Real Estate
      Finance
    • 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, N.J., April 29, 2025 (GLOBE NEWSWIRE) -- Rafael Holdings, Inc. (NYSE:RFL, NYSE:RFL) 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 t

      4/29/25 4:30:00 PM ET
      $RFL
      Real Estate
      Finance
    • Rafael Holdings Strengthens its Focus on the Development of Trappsol® Cyclo™ and Announces Chief Executive Officer Bill Conkling Will Be Stepping Down from His Role

      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., April 24, 2025 (GLOBE NEWSWIRE) -- Rafael Holdings, Inc. (NYSE:RFL, NYSE:RFL) today announced that, following the merger with Cyclo Therapeutics, Bill Conkling will be stepping down as CEO and assuming an advisory role with the Company. Rafael's Executive Chairman and Chairman of the Board, Howard Jonas will assume the role of CEO. During his tenure as CEO, Bill played a pivotal role in identifying investment opportu

      4/24/25 4:15:00 PM ET
      $RFL
      Real Estate
      Finance

    $RFL
    Financials

    Live finance-specific insights

    See more
    • Rafael Holdings Provides Update on Rafael Pharmaceuticals' Two Phase 3 Trials of CPI-613® (Devimistat), AVENGER 500 in Metastatic Pancreatic Cancer and ARMADA 2000 in Relapsed or Refractory Acute Myeloid Leukemia

      Phase 3 Clinical Trial in Metastatic Pancreatic Cancer Did Not Meet its Primary Endpoint of Improved Overall Survival Independent Data Monitoring Committee Recommended the Phase 3 Clinical Trial in Relapsed or Refractory Acute Myeloid Leukemia Be Stopped Due to Lack of Efficacy Rafael Holdings to Host Conference Call Today at 8:00 a.m. ET NEWARK, N.J., Oct. 28, 2021 (GLOBE NEWSWIRE) -- Rafael Holdings, Inc., (NYSE:RFL), a holding company focused on developing novel cancer metabolism therapeutics through its Barer Institute, investment in Rafael Pharmaceuticals, Inc. ("Rafael Pharmaceuticals") as well as other investments in early-stage ventures, today announced that the AVENGER 500 Phas

      10/28/21 7:00:00 AM ET
      $RFL
      Real Estate
      Finance

    $RFL
    Insider Trading

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

    See more
    • Chief Executive Officer Conkling William was granted 27,454 units of Class B Common Stock, increasing direct ownership by 5% to 564,455 units (SEC Form 4)

      4 - Rafael Holdings, Inc. (0001713863) (Issuer)

      4/24/25 3:18:53 PM ET
      $RFL
      Real Estate
      Finance
    • New insider Sieger Markus claimed ownership of 155,182 units of Class B Common Stock (SEC Form 3)

      3 - Rafael Holdings, Inc. (0001713863) (Issuer)

      4/2/25 10:56:32 AM ET
      $RFL
      Real Estate
      Finance
    • Chief Financial Officer Polinsky David covered exercise/tax liability with 2,378 units of Class B Common Stock, decreasing direct ownership by 1% to 193,540 units (SEC Form 4)

      4 - Rafael Holdings, Inc. (0001713863) (Issuer)

      3/25/25 4:40:08 PM ET
      $RFL
      Real Estate
      Finance

    $RFL
    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
    • Cornerstone Pharmaceuticals Strengthens Scientific Advisory Board with the Appointment of Distinguished Scholar Jason Locasale, Ph.D.

      CRANBURY, N.J., July 06, 2022 (GLOBE NEWSWIRE) -- Cornerstone Pharmaceuticals, Inc. ("Cornerstone" or the "Company"), a company focused on rare cancer therapeutics and formerly known as Rafael Pharmaceuticals, today announced the appointment of Jason Locasale, Ph.D., as a member of the Company's Scientific Advisory Board. Dr. Locasale is a highly respected scholar and brings to Cornerstone deep expertise in cancer metabolism, metabolomics, nutrition and the metabolic interface of epigenetics. "Dr. Locasale is an internationally recognized leader in the use of metabolomics approaches to study cancer biology and metabolism," said Sanjeev Luther, President & CEO at Cornerstone Pharmaceutical

      7/6/22 8:00:00 AM ET
      $RFL
      Real Estate
      Finance