The planned merger with Cyclo Therapeutics is anticipated to close in Q3 pending shareholder approvals
Post-merger
the Company intends to focus its efforts on Cyclo’s lead clinical program Trappsol
®
Cyclo™
NEWARK, N.J., March 13, 2025 (GLOBE NEWSWIRE) — Rafael Holdings, Inc. (NYSE: RFL), today reported its financial results for the second quarter and first six months of fiscal year 2025 ended January 31, 2025.
“We look forward to the upcoming shareholder vote on our pending merger with Cyclo Therapeutics (Nasdaq: CYTH) later this month and anticipate closing promptly post shareholder approvals. Upon closing, the Company’s strategic focus will be on its lead clinical asset, Trappsol® Cyclo™,” said Bill Conkling, CEO of Rafael Holdings. Bill added, “We are encouraged by the preliminary results presented at the 21st Annual WORLDSymposium in early February from the ongoing Phase 3 TransportNPC™ Open-Label Sub-Study evaluating Trappsol® Cyclo™ for the treatment of Niemann-Pick Disease Type C1 in patients <3 years of age. We believe that Trappsol® Cyclo™ has the potential to improve the lives of patients suffering from this rare genetic disease and topline data from the 48-week interim analysis of 104 enrolled patients is expected in the middle of 2025.”
Rafael Holdings, Inc. Second Quarter Fiscal Year 2025 Financial Results
As of January 31, 2025, we had cash and cash equivalents of $48.3 million.
For the three months ended January 31, 2025, we recorded a net loss attributable to Rafael Holdings of $4.6 million, or $0.19 per share, versus net income of $6.0 million, or $0.25 per fully diluted share in the year ago period. The year over year decline was attributable to the combined unrealized losses of $1.1 million on the Company’s investment in Cyclo equity which we purchased in advance of the potential merger as well as in the unrealized losses on convertible notes receivable from Cyclo in the current period, versus $9.7 million in unrealized gains on the Company’s investment in Cyclo in the year ago period.
Research and development expenses were $0.9 million for the three months ended January 31, 2025, compared to $0.6 million in the year ago period. The year over year increase relates to activity at Cornerstone and Day Three, which were consolidated with Rafael Holdings during fiscal 2024.
General and administrative expenses were $2.6 million in both the three months ended January 31, 2025, and 2024.
Rafael Holdings, Inc. First Six Months Fiscal Year 2025 Financial Results
For the six months ended January 31, 2025, we recorded a net loss attributable to Rafael Holdings of $13.6 million, or $0.57 per share, versus net income of $2.4 million, or $0.10 per share in the year ago period. The year over year decline was attributable to the combined unrealized losses of $4.9 million on the Company’s investment in Cyclo as well as in the convertible notes receivable from Cyclo, versus $7.6 million in unrealized gains on the Company’s investment in Cyclo in the year ago period.
Research and development expenses were $2.3 million for the six months ended January 31, 2025, compared to $1.1 million in the year ago period. The year over year increase relates to activity at Cornerstone and Day Three, which were consolidated with Rafael Holdings during fiscal 2024.
For the six months ended January 31, 2025, general and administrative expenses were $5.1 million compared to $4.6 million in the same period in the prior year.
About Rafael Holdings, Inc.
Rafael Holdings, Inc. is a holding company with interests in clinical and early-stage pharmaceutical companies including an investment in (and planned merger with) Cyclo Therapeutics Inc. (Nasdaq: CYTH), a biotechnology company dedicated to developing Trappsol® Cyclo™, which is being evaluated in clinical trials, including an ongoing Phase 3 trial for the potential treatment of Niemann-Pick Disease Type C1 (“NPC1”), a rare, fatal, and progressive genetic disorder. Rafael also holds a majority equity interest in LipoMedix Pharmaceuticals Ltd., a clinical stage pharmaceutical company, Barer Institute Inc., a wholly owned preclinical cancer metabolism research operation, a majority interest in Cornerstone Pharmaceuticals, Inc., formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company, a majority interest in Rafael Medical Devices, LLC, an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries, and a majority interest in Day Three Labs, Inc., a company which empowers third-party manufacturers to reimagine their existing cannabis offerings enabling them to bring to market better, cleaner, more precise and predictable versions by utilizing Day Three’s technology and innovation like Unlokt™. The Company’s primary focus, to date, has been to expand our investment portfolio through opportunistic and strategic investments including therapeutics, which address high unmet medical needs. Upon closing of the planned merger with Cyclo, the Company intends to focus its efforts on making Trappsol®Cyclo™ its lead clinical program.
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, 2024, 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
[email protected]
(203) 274-2825
| RAFAEL HOLDINGS, INC. | |||||||||
| CONSOLIDATED BALANCE SHEETS | |||||||||
| (in thousands, except share and per share data) | |||||||||
| January 31, 2025 | July 31, 2024 | ||||||||
| (Unaudited) | |||||||||
| ASSETS | |||||||||
| CURRENT ASSETS | |||||||||
| Cash and cash equivalents | $ | 48,319 | $ | 2,675 | |||||
| Available-for-sale securities | — | 63,265 | |||||||
| Interest receivable | — | 515 | |||||||
| Convertible note receivables, due from Cyclo | 16,589 | 5,191 | |||||||
| Accounts receivable, net of allowance for credit losses of $245 at January 31, 2025 and July 31, 2024 | 200 | 426 | |||||||
| Prepaid expenses and other current assets | 725 | 430 | |||||||
| Total current assets | 65,833 | 72,502 | |||||||
| Property and equipment, net | 1,933 | 2,120 | |||||||
| Investments – Hedge Funds | — | 2,547 | |||||||
| Investments – Cyclo | 10,759 | 12,010 | |||||||
| Convertible note receivable classified as available-for-sale | 1,135 | 1,146 | |||||||
| Goodwill | — | 3,050 | |||||||
| Intangible assets, net | 1,787 | 1,847 | |||||||
| In-process research and development | 1,575 | 1,575 | |||||||
| Other assets | 20 | 35 | |||||||
| TOTAL ASSETS | $ | 83,042 | $ | 96,832 | |||||
| LIABILITIES AND EQUITY | |||||||||
| CURRENT LIABILITIES | |||||||||
| Accounts payable | $ | 2,546 | $ | 2,556 | |||||
| Accrued expenses | 1,412 | 1,798 | |||||||
| Convertible notes payable | 614 | 614 | |||||||
| Other current liabilities | 107 | 113 | |||||||
| Due to related parties | 731 | 733 | |||||||
| Installment note payable | 1,700 | 1,700 | |||||||
| Total current liabilities | 7,110 | 7,514 | |||||||
| Accrued expenses, noncurrent | 3,294 | 2,982 | |||||||
| Convertible notes payable, noncurrent | 75 | 73 | |||||||
| Other liabilities | — | 5 | |||||||
| TOTAL LIABILITIES | 10,479 | 10,574 | |||||||
| 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 January 31, 2025 and July 31, 2024 | 8 | 8 | |||||||
| Class B common stock, $0.01 par value; 200,000,000 shares authorized, 24,227,096 issued and 24,125,609 outstanding (excluding treasury shares of 101,487) as of January 31, 2025, and 24,142,535 issued and 23,819,948 outstanding (excluding treasury shares of 101,487) as of July 31, 2024 | 241 | 238 | |||||||
| Additional paid-in capital | 280,831 | 280,048 | |||||||
| Accumulated deficit | (215,390 | ) | (201,743 | ) | |||||
| Treasury stock, at cost; 101,487 Class B shares as of January 31, 2025 and July 31, 2024 | (168 | ) | (168 | ) | |||||
| Accumulated other comprehensive income related to unrealized income on available-for-sale securities | 135 | 111 | |||||||
| Accumulated other comprehensive income related to foreign currency translation adjustment | 3,724 | 3,691 | |||||||
| Total equity attributable to Rafael Holdings, Inc. | 69,381 | 82,185 | |||||||
| Noncontrolling interests | 3,182 | 4,073 | |||||||
| TOTAL EQUITY | 72,563 | 86,258 | |||||||
| TOTAL LIABILITIES AND EQUITY | $ | 83,042 | $ | 96,832 | |||||
| RAFAEL HOLDINGS, INC. | ||||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||||||||||||||
| (unaudited, in thousands, except share and per share data) | ||||||||||||||||
| Three Months Ended January 31, | Six Months Ended January 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | 77 | $ | 68 | $ | 205 | $ | 136 | ||||||||
| Cost of Infusion Technology revenue | 38 | – | 75 | – | ||||||||||||
| SG&A Expenses | 2,591 | 2,561 | 5,114 | 4,601 | ||||||||||||
| R&D Expenses | 947 | 612 | 2,273 | 1,101 | ||||||||||||
| Depreciation and amortization | 90 | 38 | 176 | 55 | ||||||||||||
| Loss on impairment of goodwill | 3,050 | – | 3,050 | – | ||||||||||||
| Operating Loss | (6,639 | ) | (3,143 | ) | (10,483 | ) | (5,621 | ) | ||||||||
| Interest income | 489 | 693 | 1,057 | 1,275 | ||||||||||||
| Loss on initial investment in Day Three upon acquisition | – | (1,633 | ) | – | (1,633 | ) | ||||||||||
| Realized (loss) gain on available-for-sale securities | (16 | ) | 399 | 178 | 576 | |||||||||||
| Realized loss on investment in equity securities | – | – | – | (46 | ) | |||||||||||
| Realized gain on investment – Cyclo | – | – | – | 424 | ||||||||||||
| Unrealized gain (loss) on investment – Cyclo | 614 | 9,718 | (3,751 | ) | 7,594 | |||||||||||
| Unrealized gain (loss) on convertible notes receivable, due from Cyclo | 486 | – | (1,102 | ) | – | |||||||||||
| Unrealized gain (loss) on investment – Hedge Funds | – | 51 | – | (115 | ) | |||||||||||
| Interest expense | (163 | ) | – | (325 | ) | – | ||||||||||
| Other (expense) income | (78 | ) | 25 | (80 | ) | 118 | ||||||||||
| (Loss) income before income taxes | (5,307 | ) | 6,110 | (14,506 | ) | 2,572 | ||||||||||
| Taxes | (20 | ) | – | (32 | ) | (6 | ) | |||||||||
| Equity in loss of Day Three | – | (206 | ) | – | (422 | ) | ||||||||||
| Consolidated net (loss) income | (5,327 | ) | 5,904 | (14,538 | ) | 2,144 | ||||||||||
| Net loss attributable to noncontrolling interests | (686 | ) | (143 | ) | (891 | ) | (265 | ) | ||||||||
| Net (loss) income attributable to Rafael Holdings, Inc. | $ | (4,641 | ) | $ | 6,047 | $ | (13,647 | ) | $ | 2,409 | ||||||
| Loss per share | ||||||||||||||||
| Basic | $ | (0.19 | ) | $ | 0.26 | $ | (0.57 | ) | $ | 0.10 | ||||||
| Diluted | $ | (0.19 | ) | $ | 0.25 | $ | (0.57 | ) | $ | 0.10 | ||||||
| Weighted average shares in calculation | ||||||||||||||||
| Basic | 24,150,218 | 23,642,421 | 24,121,186 | 23,643,660 | ||||||||||||
| Diluted | 24,150,218 | 24,402,069 | 24,121,186 | 24,403,308 | ||||||||||||
