Rafael Holdings, Inc.
A healthcare holding company in Newark, New Jersey, Rafael Holdings backs early-stage drug and medical-device ventures, with its lead therapy Trappsol® Cyclo™ in late-stage trials for the rare Niemann-Pick type C1 disease and the FDA-cleared VECTR System for ligament-release surgery. It was spun off in 2018 from IDT Corporation, the telecom run by Howard Jonas. Its name comes from the Hebrew for "God heals" — fitting for a company built around medicines.
Item 4 is hereby amended and supplemented as follows: On March 25, 2025, Rafael Holdings, Inc. ("Rafael") completed a business combination transaction with Cyclo Therapeutics, Inc. (the "Merger"). In connection with the Merger, Rafael issued approximately 7,132,228 shares of Class B Common Stock. On June 26 2024, 565,538 shares of Class B Common Stock were transferred from Deborah Jonas, the wife of Mr. Jonas, to the Debbie Y. Jonas 2018 Marital Trust. Mr. Jonas maintains shared voting and investment control over the shares held by the Debbie Y. Jonas 2018 Marital Trust. On July 24 2024, 565,538 shares of Class B Common Stock were transferred from the Debbie Y. Jonas 2018 Marital Trust to the Debbie Y. Jonas 2018 Dynasty Trust. Mr. Jonas maintains shared voting and investment control over the shares held by the Debbie Y. Jonas 2018 Dynasty Trust. On June 5, 2025, pursuant to a Standby Purchase Agreement, entered into on May 6, 2025 between Rafael and Mr. Jonas, in connection with a rights offering by Rafael announced on April 29, 2025, certain affiliates, and parties that may be deemed to be affiliates, of Mr. Jonas purchased an aggregate of 16,400,770 shares of Class B Common Stock. Mr. Jonas has beneficial ownership over 13,080,457 of those shares of Class B Common Stock, as follows: (i) the HSJ 2019 Remainder Trust purchased 12,299,207 shares; (ii) Genie A Partners, L.P. purchased 457,031 shares; and (iii) IDT A Partners, L.P. purchased 324,219 shares. Under the rights offering, Rafael stockholders received one subscription right (representing the right to purchase 0.526 of a share of Class B Common Stock at $1.28 per share) for each share of Class A Common Stock or Class B Common Stock held of record as of May 9, 2025. The rights offering provided for a total offering amount of $25.0 million. Mr. Jonas committed to purchasing any unsubscribed shares in a private placement at the same price. Through his role as manager of the general partner of each of Genie A Partners, L.P. and IDT A Partners, L.P., Howard Jonas has sole voting and dispositive power over the shares of Class B Common Stock held by Genie A Partners, L.P. and IDT A Partners, L.P.
Item 4 is hereby amended and supplemented as follows: On August 5, 2022, I9 Plus sold 33,100 shares of Class B Common Stock, pursuant to a Rule 10b5-1 plan adopted on July 19, 2022 (the "10b5-1 Plan"). On August 8, 2022, I9 Plus sold 14,787 shares of Class B Common Stock, pursuant to the 10b5-1 Plan. On August 9, 2022, I9 Plus sold 64,674 shares of Class B Common Stock, pursuant to the 10b5-1 Plan. On June 5, 2025, pursuant to a Standby Purchase Agreement, entered into on May 6, 2025, between Rafael Holdings, Inc. (the "Company") and Howard S. Jonas ("H. Jonas"), in connection with a rights offering undertaken by the Company, I9 Plus purchased 390,625 shares of Class B Common Stock.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Howard S. Jonas | 13D/AActivist | 28.4% | 14.69M | Jun 9, 2025 |
Item 4 is hereby amended and supplemented as follows: On March 25, 2025, Rafael Holdings, Inc. ("Rafael") completed a business combination transaction with Cyclo Therapeutics, Inc. (the "Merger"). In connection with the Merger, Rafael issued approximately 7,132,228 shares of Class B Common Stock. On June 26 2024, 565,538 shares of Class B Common Stock were transferred from Deborah Jonas, the wife of Mr. Jonas, to the Debbie Y. Jonas 2018 Marital Trust. Mr. Jonas maintains shared voting and investment control over the shares held by the Debbie Y. Jonas 2018 Marital Trust. On July 24 2024, 565,538 shares of Class B Common Stock were transferred from the Debbie Y. Jonas 2018 Marital Trust to the Debbie Y. Jonas 2018 Dynasty Trust. Mr. Jonas maintains shared voting and investment control over the shares held by the Debbie Y. Jonas 2018 Dynasty Trust. On June 5, 2025, pursuant to a Standby Purchase Agreement, entered into on May 6, 2025 between Rafael and Mr. Jonas, in connection with a rights offering by Rafael announced on April 29, 2025, certain affiliates, and parties that may be deemed to be affiliates, of Mr. Jonas purchased an aggregate of 16,400,770 shares of Class B Common Stock. Mr. Jonas has beneficial ownership over 13,080,457 of those shares of Class B Common Stock, as follows: (i) the HSJ 2019 Remainder Trust purchased 12,299,207 shares; (ii) Genie A Partners, L.P. purchased 457,031 shares; and (iii) IDT A Partners, L.P. purchased 324,219 shares. Under the rights offering, Rafael stockholders received one subscription right (representing the right to purchase 0.526 of a share of Class B Common Stock at $1.28 per share) for each share of Class A Common Stock or Class B Common Stock held of record as of May 9, 2025. The rights offering provided for a total offering amount of $25.0 million. Mr. Jonas committed to purchasing any unsubscribed shares in a private placement at the same price. Through his role as manager of the general partner of each of Genie A Partners, L.P. and IDT A Partners, L.P., Howard Jonas has sole voting and dispositive power over the shares of Class B Common Stock held by Genie A Partners, L.P. and IDT A Partners, L.P. | ||||
| I9 Plus, LLC | 13D/AActivist | 7% | 3.62M | Jun 9, 2025 |
Item 4 is hereby amended and supplemented as follows: On August 5, 2022, I9 Plus sold 33,100 shares of Class B Common Stock, pursuant to a Rule 10b5-1 plan adopted on July 19, 2022 (the "10b5-1 Plan"). On August 8, 2022, I9 Plus sold 14,787 shares of Class B Common Stock, pursuant to the 10b5-1 Plan. On August 9, 2022, I9 Plus sold 64,674 shares of Class B Common Stock, pursuant to the 10b5-1 Plan. On June 5, 2025, pursuant to a Standby Purchase Agreement, entered into on May 6, 2025, between Rafael Holdings, Inc. (the "Company") and Howard S. Jonas ("H. Jonas"), in connection with a rights offering undertaken by the Company, I9 Plus purchased 390,625 shares of Class B Common Stock. | ||||