Form 8-K

8-K — Rafael Holdings, Inc.

Accession: 0001213900-26-067555

Filed: 2026-06-11

Period: 2026-06-11

CIK: 0001713863

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0294320-8k_rafael.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED JUNE 11, 2026, REPORTING THE RESULTS OF OPERATIONS FOR THE FISCAL QUARTER ENDED APRIL 30, 2026 (ea029432001ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0294320-8k_rafael.htm · Sequence: 1

false

0001713863

2026-06-11

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

Date of Report (Date of earliest event reported):

June 11, 2026

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

1-38411

82-2296593

(State or other jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

520 Broad Street

Newark, New Jersey

07102

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: 212 658-1450

Not Applicable

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

☐

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))

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. ☐

Securities registered pursuant to Section 12(b)-2 of the Exchange 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

Item 2.02. Results of Operations and Financial

Condition.

On June 11, 2026, Rafael Holdings, Inc. (the

“Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com)

announcing its results of operations for the fiscal quarter ended April 30, 2026. A copy of the earnings release concerning the foregoing

results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.

Item 9.01 Financial Statements

and Exhibits.

(d) Exhibits.

Exhibit No.

Document

99.1

Press Release, dated June 11, 2026, reporting the results of operations for the fiscal quarter ended April 30, 2026.

104

Cover Page Interactive Data File, formatted in Inline XBRL document.

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/ David Polinsky

Name:

David Polinsky

Title:

Chief Financial Officer

Dated: June 11, 2026

EXHIBIT INDEX

Exhibit

Number

Document

99.1

Press Release, dated June 11, 2026, reporting the results of operations for the fiscal quarter ended April 30, 2026.

104

Cover Page Interactive Data File, formatted in Inline XBRL document.

EX-99.1 — PRESS RELEASE, DATED JUNE 11, 2026, REPORTING THE RESULTS OF OPERATIONS FOR THE FISCAL QUARTER ENDED APRIL 30, 2026

EX-99.1

Filename: ea029432001ex99-1.htm · Sequence: 2

Exhibit 99.1

Rafael Holdings Reports Third Quarter Fiscal

2026 Financial Results

NEWARK,

NJ – June 11, 2026 (GLOBE NEWSWIRE) - Rafael Holdings,

Inc. (NYSE: RFL) today reported its financial results for the third quarter fiscal year 2026 ended April 30, 2026.

“Yesterday,

we were pleased to announce that we reached the completion of the last patient last visit of our pivotal Phase 3 TransportNPC™ trial,

and we are grateful for the patients and families, advocacy organizations, and physicians who stood at the heart of this global effort.

Together, we have advanced the clinical understanding of NPC, as well as the lived experience of this devastating disease, as we work

to deliver a potentially life changing treatment option for a community with significant unmet need,” said Joshua Fine, Chief Operating

Officer of Rafael Holdings. “We would also like to recognize the FDA for their long-term continued collaboration, and guidance in

advancing this program.”

“Following

our pre-NDA meeting with the FDA, we believe we have a clear and expedited path forward reflective of the urgency and unmet need in NPC

and expect to submit our NDA in the second half of calendar 2026. NPC represents a high-unmet-need market, positioning Rafael Holdings

to potentially unlock substantial, long-term value for our shareholders as we work toward transitioning Rafael Holdings into a commercial-stage

biotechnology company,” said Howard Jonas, Chief Executive Officer, Executive Chairman and Chairman of the Board of Rafael

Holdings.

Rafael Holdings, Inc. Third Quarter Fiscal Year 2026 Financial Results

As of April 30, 2026, we had cash and cash equivalents of $30.5 million.

For the three months ended April 30, 2026, we recorded a net loss attributable

to Rafael Holdings of $4.2 million, or $0.08 per share, versus a net loss of $4.8 million, or $0.19 per share in the year ago period.

The year over year increase in net loss is largely attributable to the consolidation of Cyclo Therapeutic’s expenses following the

acquisition of Cyclo in March 2025.

Research and development expenses were $4.9 million for the three months

ended April 30, 2026, compared to $3.0 million in the year ago period. The year over year increase relates to the inclusion in the current

year period of research and development spending at Cyclo following the March 2025 acquisition.

General and administrative expenses were $2.1 million for the three

months ended April 30, 2026, compared to $3.2 million in the year ago period. The year over year decrease relates to a decrease in payroll,

stock-based compensation expense and professional fees during the quarter ended April 30, 2026, offset by the inclusion of expenses at

Cyclo following the March 2025 acquisition.

Rafael Holdings, Inc. First Nine Months Fiscal Year 2026 Financial

Results

For the nine months ended April 30, 2026, we recorded a net loss attributable

to Rafael Holdings of $20.5 million, or $0.40 per share, versus a net loss of $18.4 million, or $0.73 per share in the year ago period.

The year over year increase in net loss is attributable to the consolidation of Cyclo Therapeutic’s expenses following the acquisition

of Cyclo in March 2025.

Research and development expenses were $16.9 million for the nine months

ended April 30, 2026, compared to $5.3 million in the year ago period. The year over year increase relates to the inclusion in the current

year period of spending at Cyclo following the March 2025 acquisition.

General and administrative expenses were $7.3 million for the nine

months ended April 30, 2026, compared to $8.3 million in the year ago period. The decrease related to the inclusion of expenses at Cyclo

following the March 2025 acquisition which was more than offset by reductions in payroll due to terminations and reduced stock-based compensation

expense and professional fees.

About Rafael Holdings, Inc.

Rafael Holdings, Inc. is a biotechnology company that develops pharmaceuticals

and holds interests in clinical and early-stage companies that develop pharmaceuticals and medical devices. Our lead candidate is Trappsol®

Cyclo™, which is being evaluated in clinical trials for the potential treatment of Niemann-Pick Disease Type C1 (“NPC1”),

a rare, fatal and progressive genetic disorder. We also hold interests in other clinical-stage and early-stage pharmaceutical development

companies and an orthopedic-focused medical device company. Our lead candidate, Trappsol® Cyclo™, is the subject of an ongoing

pivotal Phase 3 clinical trial.

Forward Looking Statements

This press release contains forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters

of historical fact should be considered forward-looking statements, including without limitation statements regarding our expectations

surrounding the potential, safety, efficacy, and regulatory and clinical progress of our product candidates; plans regarding the further

evaluation of clinical data; and the potential of our pipeline, including our internal cancer metabolism research programs. These statements

are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our

actual results, performance or achievements to be materially different from any future results, performance or achievements expressed

or implied by the forward-looking statements, including, but not limited to, those disclosed under the caption “Risk Factors”

in our Annual Report on Form 10-K for the year ended July 31, 2025, and our other filings with the SEC. These factors could cause actual

results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking

statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking

statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

Contact:

Barbara Ryan

Barbara.ryan@rafaelholdings.com

(203) 274-2825

# # #

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

Intangible assets, net

896

994

In-process research and development

31,575

Investments

750

—

Other assets

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

Total current liabilities

11,020

11,600

Accrued expenses, noncurrent

—

3,895

Convertible notes payable, noncurrent

Deferred income tax liability

138

Other liabilities

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

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 )

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

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

173

147

Rental – Related Party

Product revenue

243

368

243

Total revenue

179

362

630

567

COSTS AND EXPENSES

Cost of Infusion Technology revenue

—

106

Cost of Product revenue

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

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 (loss) income, net

(26 )

154

Loss before income taxes

(2,893 )

(6,462 )

(18,970 )

(20,968 )

(Provision for) benefit from income taxes

(6 )

2,411

(52 )

2,379

Consolidated net loss

(2,899 )

(4,051 )

(19,022 )

(18,589 )

Net income (loss) attributable to noncontrolling interests

1,327

728

1,437

(163 )

Net loss attributable to Rafael Holdings, Inc.

$ (4,226 )

$ (4,779 )

$ (20,459 )

$ (18,426 )

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

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 11, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 11, 2026

Entity File Number

1-38411

Entity Registrant Name

RAFAEL HOLDINGS, INC.

Entity Central Index Key

0001713863

Entity Tax Identification Number

82-2296593

Entity Incorporation, State or Country Code

Entity Address, Address Line One

520 Broad Street

Entity Address, City or Town

Newark

Entity Address, State or Province

Entity Address, Postal Zip Code

07102

City Area Code

212

Local Phone Number

658-1450

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class B common stock, par value $0.01 per share

Trading Symbol

RFL

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration