Current Report Filing (8-k)
January 23 2019 - 5:31PM
Edgar (US Regulatory)
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): January 17, 2019
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. ☐
Item 7.01
Regulation
FD Disclosure.
On January
23, 2019, Rafael Holdings, Inc. (the “Company”) issued the attached press release (the “Release”) relating
to the purchase of an additional equity stake in Rafael Pharmaceuticals, Inc. (“Rafael Pharmaceuticals”). Following
the purchase, the Company, through certain subsidiaries, owns securities representing 51.0% (of which 12.3% is beneficially held
by co-investors in subsidiaries of the Company) of the outstanding capital stock of Rafael Pharmaceuticals and 39.5% (of which
9.5% is beneficially held by co-investors in subsidiaries of the Company) of the capital stock of Rafael Pharmaceuticals on a
fully diluted basis (excluding the remainder of a warrant to purchase additional capital stock of Rafael Pharmaceuticals held
by a subsidiary of the Company). A copy of the Release 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 7.01 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.
Item 8.01
Other
Events.
The
information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.
Item 9.01
Financial Statements and Exhibits.
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:
January 23, 2019
EXHIBIT
INDEX
Rafael (AMEX:RFL)
Historical Stock Chart
From Apr 2024 to May 2024
Rafael (AMEX:RFL)
Historical Stock Chart
From May 2023 to May 2024