NEWARK, N.J., Aug. 20, 2021 /PRNewswire/ -- Rafael
Holdings, Inc. (NYSE: RFL) today announced that it has entered
into definitive agreements to sell securities in a private
placement that is expected to result in gross proceeds to the
company of $104.2 million, before
deducting placement agent and other offering expenses.
Certain institutional and other accredited investors have agreed
to purchase an aggregate of 2,833,426 shares of the company's Class
B common stock at a price of $35.00
per share, and an accredited investor affiliated with Howard Jonas has agreed to purchase an aggregate
of 112,561 shares of the company's Class B common stock at a price
of $44.42 per share, which was the
closing price of a share of the company's Class B common stock
reported on the New York Stock Exchange on August 19, 2021. The closing of the offering is
subject to certain conditions and is expected to occur on
August 24, 2021.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable state securities laws, and will be
sold in a private placement pursuant to Regulation D of the
Securities Act. The securities being issued in the private
placement may not be offered or sold in the United States absent registration or
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws. The company
has agreed to file a registration statement covering the resale of
the securities acquired by the investors in the private
placement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer or sale
would be unlawful prior to the registration or qualification under
the securities laws of such state. Any offering of the
securities under the resale registration statement will only be by
means of a prospectus.
Forward-Looking Statements
Any statements in this
press release about the future expectations, plans and prospects of
Rafael Holdings, Inc. ("the company"), including without
limitation, statements relating to the closing of, the amount of
any proceeds from, and the company's use of any proceeds from, the
private placement transaction, and other statements containing the
words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "hypothesize," "intend," "may," "plan," "potential,"
"predict," "project," "should," "target," "would," and similar
expressions, constitute forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those indicated by such
forward-looking statements as a result of various important factors
discussed in the "Risk Factors" section of the company's Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission, or SEC, on June 14, 2021,
and in other filings that the company makes with the SEC. In
addition, any forward-looking statements included in this press
release represent the company's views only as of the date of its
publication and should not be relied upon as representing its views
as of any subsequent date. The company specifically disclaims any
obligation to update any forward-looking statements included in
this press release.
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SOURCE Rafael Holdings, Inc.