UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2025

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 $0.1 per share

RFL

New York Stock Exchange

Warrant to Purchase Class B common stock

RFL-W

NYSE American

Item 8.01 Other Events.

On May 20, 2025, Rafael Holdings, Inc. (the “Company”) issued a press release updating the description of the subscription rights for holders of its Public Warrants to purchase shares of Class B Common Stock in connection with its previously announced rights offering. Each Holder of a Public Warrant to purchase shares of Class B common stock is receiving .3525 of a non-transferable subscription right (corresponding to the ratio between Public Warrants and the portion of a share of Class B common stock for which each is exercisable). Accordingly, a holder of three (3) Public Warrants received a full subscription right. Each full subscription right entitles the Holder to purchase 0.603 of a share of Class B Common Stock at a subscription price of $1.28 per share.

A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.		Document
99.1		Press Release, dated May 20, 2025.
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/ William Conkling
		Name:	William Conkling
		Title:	Chief Executive Officer

Dated: May 20, 2025

EXHIBIT INDEX

Exhibit No.		Document
99.1		Press Release, dated May 20, 2025.
104		Cover Page Interactive Data File, formatted in Inline XBRL document.