Rafael announces revised subscription rights in connection with offering

Rafael Holdings (RFL) announced revised subscription rights in connection with its previously announced rights offering. Holders of record as of May 9, 2025 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 and wish to participate in the rights offering, should send their letter of transmittal to Equiniti and complete the steps to exchange their Cyclo common stock for Class B common stock of the Company as soon as possible, as they must be record holders of Class B common stock prior to the Record Date in order to participate in the rights offering. Under the proposed rights offering, Rafael Holdings intends to distribute one non-transferable subscription right for each share of Class B Common Stock or Class A Common Stock or share of Class B Common Stock purchasable on exercise of Public Warrants, in each case, held as of the Record Date. Each subscription right will entitle the Holder to purchase 0.603 of a share of Class B Common Stock at a subscription price of $1.28 per share. Subscription rights may only be exercised in whole numbers, and fractional shares will not be issued. The number of shares that may be purchased by each holder of subscription rights will be rounded down to the nearest whole number. Howard Jonas, the Company’s Executive Chairman and Chairman of the Board will enter into a Standby Purchase Agreement with the Company pursuant to which he will purchase from the Company, in a private placement, any shares of Class B Common Stock not subscribed for in the proposed rights offering for the same subscription price payable by holders electing to exercise the subscription rights in the proposed rights offering. The rights offering will be subject to certain conditions, and Rafael Holdings reserves the right to terminate the rights offering at any time prior to its expiration date. The subscription rights are non-transferable and may only be exercised during the subscription period, from May 13, 2025, through 5:00 PM ET on May 29, 2025, unless extended or terminated earlier by Rafael Holdings. The expected calendar for the rights offering is as follows: May 8, 2025 Ownership Day – Shares and/or Public Warrants must be acquired by this date to be considered a holder of record on May 9, 2025. May 9, 2025: Record Date. May 13, 2025: Subscription Period Begins. May 29, 2025: Subscription Period Ends at 5:00 PM ET.