UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended ~~April~~October 3031, 2025.

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission File Number: 000-55863

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		82-2296593
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

520 Broad Street, Newark, New Jersey 07102

(Address of principal executive offices, zip code)

(212) 658-1450

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class B common stock, par value $0.01 per share	RFL	New York Stock Exchange
Warrants to purchase Class B common stock	RFL-W	NYSE American

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The ~~number~~aggregate market value of ~~shares~~the ~~outstanding~~voting and non-voting stock held by non-affiliates of the registrant, based on the adjusted closing price on January 31, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class B common stock as of ~~June~~$2.03 9per share, ~~2025~~as reported on the New York Stock Exchange, was: approximately $38.6 million.

Class A common stock, par value $0.01 per share:	787,163 shares
Class B common stock, par value $0.01 per share:	34,303,240 shares (excluding 101,487 treasury shares)

The number of shares outstanding of the registrant’s common stock as of December 10, 2025 was:

Class A common stock, par value $0.01 per share:	787,163 shares
Class B common stock, par value $0.01 per share:	50,975,638 shares (excluding 101,487 treasury shares)

RAFAEL HOLDINGS, INC.

TABLE OF CONTENTS

Part I. FINANCIAL INFORMATION			1
	Item 1.	Financial Statements (Unaudited)
		Consolidated Balance Sheets as of April 30, 2025 and July 31, 2024	1
		Consolidated Balance Sheets as of October 31, 2025 and July 31, 2025	1
		Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended April 30, 2025 and 2024	2
		Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended October 31, 2025 and 2024	2
		Consolidated Statements of Equity for the Three and Nine Months Ended April 30, 2025 and 2024	3
		Consolidated Statements of Equity for the Three Months Ended October 31, 2025 and 2024	3
		Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2025 and 2024	7
		Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2025 and 2024	4
		Notes to Consolidated Financial Statements	8
		Notes to the Consolidated Financial Statements	5
	Item 2.	Management'’s Discussion and Analysis of Financial Condition and Results of Operations	5239
	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	6146
	Item 4.	Controls and Procedures	6146
Part II. OTHER INFORMATION			6247
	Item 1.	Legal ~~Proceedings~~Proceeding	6247
	Item 1A.	Risk Factors	6247
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6347
	Item 3.	Defaults Upon Senior Securities	6347
	Item 4.	Mine Safety Disclosures	6347
	Item 5.	Other Information	6347
	Item 6.	Exhibits	6348
SIGNATURES			6449

PART I. FINANCIAL INFORMATION

RAFAEL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	April 30, 2025			July 31, 2024
	October 31, 2025			July 31, 2025
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3745,~~936~~539		$	252,~~675~~769
Available-for-sale securities		—			63,265
Prepaid clinical costs		1,584			1,045
Interest receivable		—			515
Other receivables		—			1,206
Prepaid clinical trial costs		2,968			—
Accounts receivable, net of allowance for credit losses of $245 at October 31, 2025 and July 31, 2025		413			627
Convertible notes receivable, due from Cyclo		—			5,191
Inventory		272			281
Accounts receivable, net of allowance for credit losses of $245 at April 30, 2025 and July 31, 2024		414			426
Prepaid expenses and other current assets		513			786
Inventory		288			—
Total current assets		48,321			56,714
Prepaid expenses and other current assets		837			430
Property and equipment, net		1,562			1,596
Total current assets		42,443			72,502
Non-current prepaid clinical costs		629			1,399
Property and equipment, net		1,614			2,120
Convertible notes receivable classified as available-for-sale		1,858			1,858
Non-current prepaid clinical trial costs		1,399			—
Goodwill		19,939			19,939
Investments – Cyclo		—			12,010
Intangible assets, net		962			994
Investments – Hedge Funds		—			2,547
In-process research and development		31,575			31,575
Convertible notes receivable classified as available-for-sale		1,719			1,146
Investments		500			—
Goodwill		28,278			3,050
Other assets		29			34
Intangible assets, net		1,027			1,847
TOTAL ASSETS	$	105,375		$	114,109
In-process research and development		31,575			1,575
Other assets		41			35
TOTAL ASSETS	$	108,096		$	96,832
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	76,~~793~~794		$	26,~~556~~893
Accrued expenses		13,~~866~~860			13,~~798~~304
Convertible notes payable		~~614~~608			614
Other current liabilities		93			113
Due to related parties		751			723
Due to related parties		664			733
Other current liabilities		63			66
Installment note payable		—			1,700
Total current liabilities		12,076			11,600
Total current liabilities		11,030			7,514
Accrued expenses, noncurrent		3,898			3,895
Accrued expenses, noncurrent		3,445			2,982
Convertible notes payable, noncurrent		56			78
Convertible notes payable, noncurrent		76			73
Deferred income tax liability		138			138
Other liabilities		2527			527
Deferred income tax liability		9,002			—
TOTAL LIABILITIES		16,195			15,738
TOTAL LIABILITIES		23,578			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 April 30, 2025 and July 31, 2024		8			8
Class A common stock, $0.01 par value; 35,000,000 shares authorized, 787,163 shares issued and outstanding as of October 31, 2025 and July 31, 2025		8			8
Class B common stock, $0.01 par value; 200,000,000 shares authorized, 31,240,188 issued and outstanding (excluding treasury shares of 101,487) as of April 30, 2025, and 24,142,535 issued and 23,819,948 outstanding (excluding treasury shares of 101,487) as of July 31, 2024		312			238
Class B common stock, $0.01 par value; 200,000,000 shares authorized, 50,867,964 issued and outstanding (excluding treasury shares of 101,487) as of October 31, 2025, and 50,789,697 issued and outstanding (excluding treasury shares of 101,487) as of July 31, 2025		509			508
Additional paid-in capital		~~296~~322,~~648~~730			~~280~~322,~~048~~161
Accumulated deficit		(~~220~~242,~~169~~079	)		(~~201~~232,~~743~~263	)
Treasury stock, at cost; 101,487 Class B shares as of April 30, 2025 and July 31, 2024		(168	)		(168	)
Treasury stock, at cost; 101,487 Class B shares as of October 31, 2025 and July 31, 2025		(168	)		(168	)
Accumulated other comprehensive income related to unrealized income on available-for-sale securities		~~219~~358			~~111~~358
Accumulated other comprehensive income related to foreign currency translation adjustment		3,~~728~~823			3,~~691~~787
Total equity attributable to Rafael Holdings, Inc.		8085,~~578~~181			8294,~~185~~391
Noncontrolling interests		3,~~940~~999			43,~~073~~980
TOTAL EQUITY		8489,~~518~~180			8698,~~258~~371
TOTAL LIABILITIES AND EQUITY	$	~~108~~105,~~096~~375		$	96114,~~832~~109

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited, in thousands, except share and per share data)

	Three Months Ended April 30,						Nine Months Ended April 30,
	Three Months Ended October 31,
	2025			2024			~~2025~~			~~2024~~
REVENUE
Infusion Technology	$	42		$	262		$	93		$	262
Product revenue	$	154		$	—
Rental – Third Party		49			47			147			129
Infusion Technology		—			51
Rental – Related Party		28			27			84			81
Rental – Third Party		56			50
Product revenue		243			—			243			—
Rental – Related Party		30			27
Total revenue		~~362~~240			~~336~~128			~~567~~			~~472~~
COSTS AND EXPENSES
Cost of Infusion Technology revenue		31—			8537			~~106~~			85
Cost of product revenue		9			—			9			—
General and administrative		32,~~170~~838			12,~~923~~523			~~8,284~~			~~6,524~~
Research and development		37,~~003~~484			1,~~526~~326			~~5,276~~			~~2,627~~
In-process research and development expense		—			89,861			—			89,861
Depreciation and amortization		50			86
Depreciation and amortization		62			102			238			157
Loss from operations		(10,141	)		(3,844	)
Loss on impairment of goodwill		—			—			3,050			—
Interest income		399			568
Loss from operations		(5,913	)		(93,161	)		(16,396	)		(98,782	)
Realized gain on available-for-sale securities		—			194
Interest income		472			502			1,529			1,777
Unrealized loss on investment - Cyclo		—			(4,365	)
Loss on initial investment in Day Three upon acquisition		—			—			—			(1,633	)
Unrealized loss on convertible notes receivable, due from Cyclo		—			(1,588	)
Realized gain on available-for-sale securities		—			945			178			1,521
Interest expense		(160	)		(162	)
Realized loss on investment in equity securities		—			—			—			(46	)
Other income (loss), net		115			(2	)
Realized gain on investment - Cyclo		—			—			—			424
Loss before income taxes		(9,787	)		(9,199	)
Unrealized (loss) gain on investment - Cyclo		(1,393	)		(4,395	)		(5,144	)		3,199
Provision for income taxes		(10	)		(12	)
Unrealized gain (loss) on convertible notes receivable, due from Cyclo		383			—			(719	)		—
Consolidated net loss		(9,797	)		(9,211	)
Unrealized loss on investment - Hedge Funds		—			(3	)		—			(118	)
Net income (loss) attributable to noncontrolling interests		19			(205	)
Recovery of receivables from Cornerstone		—			31,305			—			31,305
Net loss attributable to Rafael Holdings, Inc.	$	(9,816	)	$	(9,006	)
Interest expense		(165	)		(85	)		(490	)		(85	)
OTHER COMPREHENSIVE LOSS
Other income, net		154			—			74			118
Consolidated net loss	$	(9,797	)	$	(9,211	)
Loss before income taxes		(6,462	)		(64,892	)		(20,968	)		(62,320	)
Unrealized gain on available-for-sale securities		—			21
Benefit from income taxes		2,411			2,599			2,379			2,593
Foreign currency translation adjustment		36			5
Equity in loss of Day Three		—			—			—			(422	)
Comprehensive loss		(9,761	)		(9,185	)
Consolidated net loss		(4,051	)		(62,293	)		(18,589	)		(60,149	)
Comprehensive income (loss) attributable to noncontrolling interests		17			(205	)
Net income (loss) attributable to noncontrolling interests		728			(29,942	)		(163	)		(30,207	)
Comprehensive loss attributable to Rafael Holdings, Inc.	$	(9,778	)	$	(8,980	)
Net loss attributable to Rafael Holdings, Inc.	$	(4,779	)	$	(32,351	)	$	(18,426	)	$	(29,942	)
Loss per share attributable to common stockholders
OTHER COMPREHENSIVE LOSS
Basic and diluted	$	(0.19	)	$	(0.37	)
Consolidated net loss	$	(4,051	)	$	(62,293	)	$	(18,589	)	$	(60,149	)
Weighted average number of shares used in calculation of loss per share
Unrealized gain on available-for-sale securities		84			50			108			315
Basic and diluted		51,184,407			24,062,854
Foreign currency translation adjustment		4			(15	)		37			(45	)
Comprehensive loss		(3,963	)		(62,258	)		(18,444	)		(59,879	)
Comprehensive income (loss) attributable to noncontrolling interests		728			(29,942	)		(165	)		(30,206	)
Comprehensive loss attributable to Rafael Holdings, Inc.	$	(4,691	)	$	(32,316	)	$	(18,279	)	$	(29,673	)
Loss per share attributable to common stockholders
Basic and diluted:	$	(0.19	)	$	(1.36	)	$	(0.73	)	$	(1.26	)
Weighted average number of shares used in calculation of loss per share
Basic and diluted		25,238,501			23,777,493			25,131,655			23,687,781

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands, except share data)

	Three Months Ended April 30, 2025
	Three Months Ended October 31, 2025
	Common Stock, Series A				Common Stock, Series B					Additional paid-in			Accumulated			Accumulated other comprehensive		Noncontrolling		Treasury Stock					Total
	Shares		Amount		Shares			Amount		capital			~~Deficit~~deficit			income		interests		Class B Shares		Amount			Equity
Balance at January 31, 2025		787,163	$	8		24,125,152		$	241	$	280,831		$	(215,390	)	$	3,859	$	3,182		101,487	$	(168	)	$	72,563
Balance at July 31, 2025		787,163	$	8		50,789,697		$	508	$	322,161		$	(232,263	)	$	4,145	$	3,980		101,487	$	(168	)	$	98,371
Net loss		—		—		—			—		—			(4,779	)		—		728		—		—			(4,051	)
Net (income) loss		—		—		—			—		—			(9,816	)		—		19		—		—			(9,797	)
Stock-based compensation		—		—		—99,429			—1		~~353~~597			—			—		—		—		—			~~353~~598
Shares withheld for payroll taxes		—		—		(1721,~~192~~162	)		—		(3328	)		—			—		—		—		—			(3328	)
Sale of Rafael Medical Devices membership units		—		—		—			—		44			—			—		—		—		—			44
Foreign currency translation adjustment		—		—		—			—		—			—			36		—		—		—			36
Rollover options issued in connection with Cyclo Merger		—		—		—			—		360			—			—		—		—		—			360
Balance at October 31, 2025		787,163	$	8		50,867,964		$	509	$	322,730		$	(242,079	)	$	4,181	$	3,999		101,487	$	(168	)	$	89,180
Replacement Warrants issued in connection with Cyclo Merger		—		—		—			—		472			—			—		—		—		—			472
Common Stock issued as part of Cyclo Merger		—		—		7,132,228			71		14,621			—			—		—		—		—			14,692
DTLM shares issued in connection with the DTLM Sale Transactions		—		—		—			—		—			—			—		30		—		—			30
Unrealized gain on available-for-sale securities		—		—		—			—		—			—			84		—		—		—			84
Foreign currency translation adjustment		—		—		—			—		—			—			4		—		—		—			4
Balance at April 30, 2025		787,163	$	8		31,240,188		$	312	$	296,648		$	(220,169	)	$	3,947	$	3,940		101,487	$	(168	)	$	84,518

	Three Months Ended October 31, 2024
	Common Stock, Series A				Common Stock, Series B					Additional paid-in			Accumulated			Accumulated other comprehensive		Noncontrolling			Treasury Stock					Total
	Shares		Amount		Shares			Amount		Capital			deficit			Income		Interests			Class B Shares		Amount			Equity
Balance at July 31, 2024		787,163	$	8		23,819,948		$	238	$	280,048		$	(201,743	)	$	3,802	$	4,073			101,487	$	(168	)	$	86,258
Net loss		—		—		—			—		—			(9,006	)		—		(205	)		—		—			(9,211	)
Stock-based compensation		—		—		—			—		359			—			—		—			—		—			359
Forfeiture of restricted stock		—		—		(7,500	)		—		—			—			—		—			—		—			—
Shares withheld for payroll taxes		—		—		(27,405	)		—		(48	)		—			—		—			—		—			(48	)
Unrealized gain on available-for-sale securities		—		—		—			—		—			—			21		—			—		—			21
Foreign currency translation adjustment		—		—		—			—		—			—			5		—			—		—			5
Balance at October 31, 2024		787,163	$	8		23,785,043		$	238	$	280,359		$	(210,749	)	$	3,828	$	3,868			101,487	$	(168	)	$	77,384

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands, except share data)

	Nine Months Ended April 30, 2025
	Common Stock, Series A				Common Stock, Series B					Additional paid-in			Accumulated			Accumulated other comprehensive		Noncontrolling			Treasury Stock					Total
	Shares		Amount		Shares			Amount		capital			Deficit			income		interests			Class B Shares		Amount			Equity
Balance at July 31, 2024		787,163	$	8		23,819,948		$	238	$	280,048		$	(201,743	)	$	3,802	$	4,073			101,487	$	(168	)	$	86,258
Net loss		—		—		—			—		—			(18,426	)		—		(163	)		—		—			(18,589	)
Stock-based compensation		—		—		354,918			3		1,211			—			—		—			—		—			1,214
Forfeiture of restricted stock		—		—		(7,500	)		—		—			—			—		—			—		—			—
Shares withheld for payroll taxes		—		—		(59,406	)		—		(108	)		—			—		—			—		—			(108	)
Sale of Rafael Medical Devices membership units		—		—		—			—		44			—			—		—			—		—			44
Shares issued in connection with Cyclo Merger		—		—		7,132,228			71		14,621			—			—		—			—		—			14,692
Rollover options issued in connection with Cyclo Merger		—		—		—			—		360			—			—		—			—		—			360
Replacement Warrants issued in connection with Cyclo Merger		—		—		—			—		472			—			—		—			—		—			472
DTLM shares issued in connection with the DTLM Sale Transactions		—		—		—			—		—			—			—		30			—		—			30
Unrealized gain on available-for-sale securities		—		—		—			—		—			—			108		—			—		—			108
Foreign currency translation adjustment		—		—		—			—		—			—			37		—			—		—			37
Balance at April 30, 2025		787,163	$	8		31,240,188		$	312	$	296,648		$	(220,169	)	$	3,947	$	3,940			101,487	$	(168	)	$	84,518

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands, except share data)

	Three Months Ended April 30, 2024
	Common Stock, Series A				Common Stock, Series B					Additional paid-in			Accumulated			Accumulated other comprehensive			Noncontrolling			Treasury Stock					Total
	Shares		Amount		Shares			Amount		capital			Deficit			income			interests			Class B Shares		Amount			Equity
Balance at January 31, 2024		787,163	$	8		23,695,332		$	238	$	266,159		$	(164,924	)	$	3,626		$	(2,685	)		101,487	$	(168	)	$	102,254
Net income		—		—		—			—		—			(32,351	)		—			(29,942	)		—		—			(62,293	)
Stock-based compensation		—		—		—			—		496			—			—			—			—		—			496
Shares withheld for payroll taxes		—		—		(17,773	)		—		(30	)		—			—			—			—		—			(30	)
Unrealized gain on available-for-sale securities		—		—		—			—		—			—			50			—			—		—			50
Noncontrolling interest in Day Three acquisition		—		—		—			—		—			—			—			—			—		—			—
Purchases of treasury stock		—		—		—			—		—			—			—			—			—		—			—
Gain on RP Finance consolidation		—		—		—			—		7,600			—			—			—			—		—			7,600
Paid-in capital arising from Cornerstone Acquisition		—		—		—			—		7,260			—			—			—			—		—			7,260
Noncontrolling interest arising from Cornerstone Acquisition		—		—		—			—		—			—			—			27,501			—		—			27,501
Noncontrolling interest arising from RP Finance Consolidation		—		—		—			—		—			—			—			12,667			—		—			12,667
Elimination of RP Finance investment in Cornerstone		—		—		—			—		(1,849	)		—			—			(3,082	)		—		—			(4,931	)
Foreign currency translation adjustment		—		—		—			—		—			—			(15	)		—			—		—			(15	)
Balance at April 30, 2024		787,163	$	8		23,677,559		$	238	$	279,636		$	(197,275	)	$	3,661		$	4,459			101,487	$	(168	)	$	90,559

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands, except share data)

	Nine Months Ended April 30, 2024
	Common Stock, Series A				Common Stock, Series B					Additional paid-in			Accumulated			Accumulated other comprehensive			Noncontrolling			Treasury Stock					Total
	Shares		Amount		Shares			Amount		capital			Deficit			income			interests			Class B Shares		Amount			Equity
Balance at July 31, 2023		787,163	$	8		23,490,527		$	236	$	264,010		$	(167,333	)	$	3,372		$	(3,664	)		—	$	—		$	96,629
Net income		—		—		—			—		—			(29,942	)		—			(30,207	)		—		—			(60,149	)
Stock-based compensation		—		—		347,810			2		1,858			—			—			—			—		—			1,860
Shares withheld for payroll taxes		—		—		(59,291	)		—		(112	)		—			—			—			—		—			(112	)
Unrealized gain on available-for-sale securities		—		—		—			—		—			—			315			—			—		—			315
Sale of Rafael Medical Devices membership units		—		—		—			—		869			—			—			56			—		—			925
Noncontrolling interest in Day Three acquisition		—		—		—			—		—			—			—			1,151			—		—			1,151
Gain on RP Finance consolidation		—		—		—			—		7,600			—			—			—			—		—			7,600
Paid-in capital arising from Cornerstone Acquisition		—		—		—			—		7,260			—			—			—			—		—			7,260
Noncontrolling interest arising from Cornerstone Acquisition		—		—		—			—		—			—			—			27,501			—		—			27,501
Noncontrolling interest arising from RP Finance Consolidation		—		—		—			—		—			—			—			12,667			—		—			12,667
Elimination of RP Finance investment in Cornerstone		—		—		—			—		(1,849	)		—			—			(3,082	)		—		—			(4,931	)
Purchases of treasury stock		—		—		(101,487	)		—		—			—			—			—			101,487		(168	)		(168	)
Dissolution of Levco		—		—		—			—		—			—			19			37			—		—			56
Foreign currency translation adjustment		—		—		—			—		—			—			(45	)		—			—		—			(45	)
Balance at April 30, 2024		787,163	$	8		23,677,559		$	238	$	279,636		$	(197,275	)	$	3,661		$	4,459			101,487	$	(168	)	$	90,559

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

	Nine Months Ended April 30,
	Three Months Ended October 31,
	2025			2024
Operating activities
Consolidated net loss	$	(189,~~589~~797	)	$	(609,~~149~~211	)
Adjustments to reconcile consolidated net loss to net cash used in operating activities
Depreciation and amortization		~~238~~50			~~157~~86
Loss (gain) on sale of property and equipment		81			(27	)
Gain on sale of property and equipment		(54	)		—
Net unrealized loss on investments - Hedge Funds		—			118
Gain on settlement of convertible notes payable		(34	)		—
Realized loss on investment in equity securities		—			46
Realized gain on available-for-sale securities		—			(194	)
Realized gain on available-for-sale securities		(178	)		(1,521	)
Amortization of discount on available-for-sale securities		—			(257	)
Amortization of discount on available-for-sale securities		(285	)		(1,498	)
Unrealized loss on equity investments - Cyclo		—			4,365
Loss on initial investment in Day Three upon acquisition		—			1,633
Unrealized loss on Convertible Notes, due from Cyclo		—			1,588
Loss on impairment of goodwill		3,050			—
Stock-based compensation		598			359
Realized gain on equity investments - Cyclo		—			(424	)
Unrealized loss (gain) on equity investments - Cyclo		5,144			(3,199	)
Recovery of receivables from Cornerstone		—			(31,305	)
In-process research and development expense		—			89,861
Accretion of interest expense		—			85
Unrealized loss on convertible notes receivable, due from Cyclo		719			—
Gain on dissolution of a business		—			18
Equity in loss of Day Three		—			422
Credit loss expense		—			2
Stock-based compensation		1,214			1,860
Gain on DTLM Sale Transactions		(30	)		—
Change in assets and liabilities, net of effects from acquisitions:
Trade accounts receivable		62214			~~(167~~225	)
Interest receivable		~~515~~—			~~(165~~77	)
Inventory		~~(18~~9	)		—
Prepaid expenses and other current assets		~~1,023~~273			~~755~~35
Prepaid clinical trial costs (current and non-current)		~~(1,260~~231	)		—
Other assets		21			(16	)
Other receivables		1,206			—
Accounts payable and accrued expenses		(624	)		(602	)
Other assets		5			8
Other current liabilities		(40	)		(883	)
Accounts payable and accrued expenses		457			(118	)
Due to related parties		(69	)		148
Other current liabilities		(3	)		(1	)
Accrued expenses, noncurrent		463			—
Due to related parties		28			1
Convertible notes payable		3			—
Accrued expenses, noncurrent		3			—
Other liabilities		13			(62	)
Convertible notes payable		8			—
Net cash used in operating activities		(8,547	)		(4,913	)
Other liabilities		—			(5	)
Net cash used in operating activities		(6,806	)		(3,042	)
Investing activities
Purchase of property and equipment		(5—	)		(~~135~~6	)
Proceeds from sale of property and equipment		1370			—
Purchases of available-for-sale securities		~~(16,894~~—	)		(~~133~~15,~~670~~728	)
Proceeds from the sale and maturities of available-for-sale securities		80,694			129,022
Purchase of preferred shares and warrants from Nina Medical		(500	)		—
Proceeds from Day Three patent sale		—			190
Proceeds from the sale and maturities of available-for-sale securities		—			33,318
Purchase of intangible assets		~~(17~~—	)		(149	)
Proceeds from sales of equity securities		—			271
Issuance of Convertible Notes, due from Cyclo		—			(9,000	)
Payments for convertible notes, due from Cyclo		(19,500	)		—
Net cash (used in) provided by investing activities		(430	)		8,575
Purchase of investments in Cyclo		—			(6,786	)
Issuance of convertible note receivable		—			(1,000	)
Issuance of Day Three Promissory Notes		—			(1,989	)
Proceeds from investments - Other Pharmaceuticals		—			42
Cash paid in Cyclo Merger, net of cash acquired		(2,709	)		1,367
Cash acquired in the Cornerstone Acquisition, net of cash payments		—			1,256
Proceeds from hedge funds		2,290			2,500
Net cash provided by (used in) investing activities		43,872			(8,946	)
Financing activities
Principal payments on installment note payable		—			(800	)
Payments for taxes related to shares withheld for employee taxes		(28	)		(48	)
Payments for taxes related to shares withheld for employee taxes		(108	)		(112	)
Cash paid to settle convertible notes payable		(2	)		—
Purchases of treasury stock		—			(168	)
Net cash used in financing activities		(30	)		(48	)
Proceeds from sale of Rafael Medical Devices membership units		44			925
Effect of exchange rate changes on cash and cash equivalents		36			(1	)
Net cash used in financing activities		(64	)		(155	)
Net increase (decrease) in cash and cash equivalents		(7,230	)		5,484
Effect of exchange rate changes on cash and cash equivalents		—			(48	)
Cash and cash equivalents, beginning of period		52,769			2,675
Net increase (decrease) in cash and cash equivalents		35,261			(14,062	)
Cash and cash equivalents, end of period	$	45,539		$	8,159
Cash and cash equivalents, beginning of period		2,675			21,498
Cash and cash equivalents, end of period	$	37,936		$	7,436
Non-cash supplemental disclosure
Fair value of Class B common stock issued as consideration in Cyclo Merger	$	14,692		$	—
Withdrawal receivable from Hedge Funds included in other current assets	$	—		$	2,547
Fair value of Rollover Options issued as consideration in Cyclo Merger	$	360		$	—
Fair value of Replacement Warrants issued as consideration in Cyclo Merger	$	472		$	—
Fair value of Cyclo Convertible Notes included as consideration in Cyclo Merger	$	21,472		$	—
Conversion of RFL Line of Credit into Cornerstone Common Stock	$	—		$	37,845
Conversion of 2023 Promissory Note into Cornerstone Common Stock	$	—		$	2,663
Recognition of noncontrolling interest in the Cornerstone Acquisition	$	—		$	27,501
Recognition of noncontrolling interest in the RP Finance Consolidation, net of elimination	$	—		$	9,585
Gain on RP Finance Consolidation recorded as an adjustment to additional paid-in capital due to related party nature of transaction, net of elimination	$	—		$	5,751
Non-cash consideration received in exchange for equipment	$	—		$	34
Other receivable recognized related to sale of patent	$	—		$	90
Consideration from acquisition of Day Three included in accrued expenses	$	—		$	200
Elimination of principal and accrued interest on the Day Three Promissory Notes included in consideration for acquisition of Day Three	$	—		$	2,000
Withdrawal receivable from Hedge Funds included in other current assets	$	257		$	—
Convertible note receivable received in exchange for Day Three Labs Manufacturing assets	$	500		$	—

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS

~~Description~~Rafael Holdings, Inc. (“Rafael Holdings”, “Rafael”, “we” or the “Company”) is a biotechnology company that develops pharmaceuticals and holds interests in clinical and early-stage companies that develop pharmaceuticals and medical devices. The Company’s lead candidate is Trappsol® Cyclo™, which is being evaluated in clinical trials for the potential treatment of ~~Business~~Niemann-Pick Disease Type C1 (“NPC1”), a rare, fatal and progressive genetic disorder. The Company also holds: (i) a majority equity interest in LipoMedix Pharmaceuticals Ltd. (“LipoMedix”), a clinical stage pharmaceutical company:; (ii) Barer Institute Inc. (“Barer”), a wholly-owned cancer research focused operation whose operations have been substantially streamlined; (iii) and a majority interest in Cornerstone Pharmaceuticals, Inc. (“Cornerstone”), formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company; (iv) a majority interest in Rafael Medical Devices, LLC (“Rafael Medical Devices”), an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries; and (v) a majority interest in Day Three Labs, Inc. (“Day Three”), a company which empowers third-party manufacturers to reimagine their existing product offerings enabling those third-party manufacturers to bring to market better, cleaner, more precise and predictable versions of their product by utilizing Day Three’s technology. The Company’s primary focus is to finish development of Trappsol® Cyclo™ through the completion of its ongoing pivotal Phase 3 clinical trial and bring that product to regulatory approval and market, and to expand its investment portfolio through opportunistic and strategic investments, including in therapeutics, that address high unmet medical needs. The Company is currently evaluating their other holdings to ensure the future focus of their resources on core assets and specifically the Trappsol® Cyclo™ clinical and development efforts.

~~Rafael Holdings~~Historically, ~~Inc. (“Rafael Holdings”, “Rafael”, “we” or~~ the “Company”) ~~is a holding company with interests in clinical and early-stage pharmaceutical companies, including (i) Cyclo Therapeutics LLC (“Cyclo Therapeutics” or “Cyclo”), a wholly-~~owned ~~clinical~~real ~~stage~~estate ~~biotechnology company dedicated to developing Trappsol® Cyclo™, which~~assets. isAs ~~being evaluated in clinical trials for the potential treatment~~ of ~~Niemann-Pick Disease Type C1 (“NPC1”)~~October 31, ~~a rare~~2025, ~~fatal and~~the ~~progressive~~Company ~~genetic~~holds ~~disorder, (ii)~~ a ~~majority~~portion ~~equity~~of ~~interest in LipoMedix Pharmaceuticals Ltd. (“LipoMedix”),~~ a ~~clinical stage~~commercial ~~pharmaceutical~~building ~~company, (iii) Barer Institute Inc. (“Barer”), a wholly-owned preclinical cancer metabolism research operation, and (iv) a majority interest~~ in ~~Cornerstone Pharmaceuticals~~Jerusalem, ~~Inc.~~Israel ~~(“Cornerstone”), formerly known~~ as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company. We also hold a majority interest in Rafael Medical Devices, LLC (“Rafael Medical Devices”), an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries, and a majority interest in Day Three Labs, Inc. (“Day Three”), 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 is to invest in and expand our investment portfolio through opportunistic and strategic investments including therapeutics, which address high unmet medical needs. Since the closing, in March 2025, of the Merger (as defined below) with Cyclo, the Company has focused its ~~efforts~~sole onremaining ~~making~~real ~~Trappsol® Cyclo™~~estate ~~its lead clinical program~~asset. In light of that change in strategic focus, the Company is currently evaluating its operating entities (and portfolio of assets) to ensure the future focus of its resources on core assets and specifically the Trappsol® Cyclo™ clinical and development efforts.

~~Historically~~In May 2023, the Company ~~owned~~first ~~real~~invested ~~estate~~in ~~assets.~~Cyclo, a Asclinical-stage biotechnology company that develops cyclodextrin-based products for the potential treatment of ~~April 30~~neurodegenerative diseases. Cyclo’s lead drug candidate is Trappsol® Cyclo™ (hydroxypropyl beta cyclodextrin), a treatment for NPC1. NPC1 is a rare ~~2025~~and fatal autosomal recessive genetic disease resulting in disrupted cholesterol metabolism that impacts the brain, lungs, liver, spleen, and other organs. In January 2017, the ~~Company~~FDA ~~holds~~granted aFast ~~portion~~Track designation to Trappsol® Cyclo™ for the treatment of NPC1. Initial patient enrollment in the U.S. Phase I study commenced in September 2017 and in May 2020, Cyclo announced Top Line data indicating Trappsol® Cyclo™ was well tolerated in this study. Cyclo is currently conducting a ~~commercial~~Phase ~~building~~3 Clinical Trial evaluating Trappsol® Cyclo™ in ~~Jerusalem~~Pediatric and Adult Patients with Niemann-Pick Disease, ~~Israel~~Type asC1. On ~~its~~March ~~remaining~~25, 2025, the Company consummated the Merger with ~~revenue~~Cyclo ~~generating~~whereby ~~real~~Cyclo ~~estate~~became ~~asset~~a wholly-owned subsidiary of the Company. See Note 3 for more information on the Merger with Cyclo.

InLipoMedix ~~May 2023, the Company first invested in Cyclo Therapeutics. Cyclo~~ is a clinical- stage ~~biotechnology~~Israeli company focused ~~that~~on ~~develops cyclodextrin-based products for~~ the ~~potential~~development ~~treatment~~ of ~~neurodegenerative~~a ~~diseases.~~product ~~Cyclo’s lead drug~~ candidate ~~is Trappsol® Cyclo™ (hydroxypropyl beta cyclodextrin), a treatment for NPC1. NPC1 is a rare and fatal autosomal recessive genetic disease resulting in disrupted cholesterol metabolism~~ that ~~impacts~~holds the ~~brain,~~ ~~lungs,~~potential ~~liver,~~to ~~spleen,~~be ~~and~~an ~~other~~innovative, ~~organs. In January 2017~~safe, ~~the FDA granted Fast Track designation to Trappsol® Cyclo™ for the treatment of NPC1. Initial patient enrollment in the U.S. Phase I study commenced in September 2017~~ and ineffective ~~May~~cancer ~~2020,~~therapy ~~Cyclo announced~~based ~~Top~~on ~~Line~~liposome ~~data showing Trappsol® Cyclo™ was well tolerated in this study~~delivery. ~~Cyclo~~As isof ~~currently conducting a Phase 3 Clinical Trial evaluating Trappsol® Cyclo™ in Pediatric and Adult Patients with Niemann-Pick Disease~~October 31, ~~Type C1. On March 25,~~ 2025, the Company’s ~~consummated~~ownership ainterest ~~merger~~in ~~with~~LipoMedix ~~Cyclo~~was ~~whereby~~approximately ~~Cyclo~~95%. ~~became~~As ~~a wholly-owned subsidiary~~needed, of the Company. ~~See~~provides ~~Note~~debt 3or ~~for~~equity ~~more~~funding ~~information~~to onLipomedix ~~the~~to ~~Company’s~~support ~~merger~~its ~~with~~development ~~Cyclo.~~and ~~The~~clinical ~~Company~~efforts. ~~intends~~LipoMedix tois ~~fund~~currently ~~the TransportNPC~~exploring ~~Phase~~strategic 3options ~~clinical trial~~ for ~~Trappsol® Cyclo™ for the treatment of Niemann Pick C to~~ its ~~48-week~~lead ~~interim analysis~~candidate, ~~with~~including ~~results expected~~potential ~~later~~licensing ~~this month~~opportunities, ~~and~~collaborations ~~focus~~with ~~its~~industry ~~efforts on Trappsol® Cyclo™ as its lead clinical program. At that point~~partners, ~~the~~ ~~Company~~and ~~will make a determination as to whether or not to file an NDA for Trappsol® Cyclo™~~investigator-initiated studies.

~~LipoMedix~~In is2019, athe ~~clinical~~Company ~~stage~~established Barer, originally ~~Israeli~~as ~~company~~a ~~focused~~preclinical oncancer ~~the~~metabolism ~~development~~research ofoperation, to focus on developing a ~~product~~pipeline ~~candidate~~of ~~that~~novel ~~holds~~therapeutic ~~the~~compounds, ~~potential~~including compounds designed to beregulate ancancer ~~innovative~~metabolism with potentially broader application in other indications beyond cancer. Barer was comprised of scientists and academic advisors that are experts in cancer metabolism, ~~safe~~chemistry, and ~~effective~~drug ~~cancer~~development. In addition to its own internal ~~therapy~~discovery ~~based~~efforts, onBarer ~~liposome~~pursued ~~delivery~~collaborative research agreements and in-licensing opportunities with leading scientists from top academic institutions. AsBarer’s ofmajority ~~April 30~~owned subsidiary, ~~2025~~Farber Partners, ~~the~~LLC ~~Company~~(“Farber”), was formed around one such agreement with Princeton University’s ~~ownership interest~~Office inof ~~LipoMedix~~Technology ~~was~~Licensing ~~approximately~~(“Princeton”) ~~95%.~~for ~~LipoMedix~~technology ~~has~~from ~~completed~~the ~~various~~laboratory ~~clinical~~of ~~stages~~Dr. Joshua Rabinowitz, in the Department of ~~Promitil®~~Chemistry, ~~including~~Princeton ~~Phase~~University, 1Afor an exclusive worldwide license to its SHMT (~~solid~~serine ~~tumors~~hydroxymethyltransferase) inhibitor ~~and~~program. 1BIn ~~(as~~November ~~single~~2022, ~~agent~~the ~~and~~Company inresolved ~~combination~~to ~~with~~curtail ~~capecitabine~~its ~~and/or~~early-stage ~~bevacizumab~~development inefforts, including pre-clinical research ~~colorectal~~at ~~cancer).~~Barer Aand ~~total~~has, since that date, ceased almost all of ~~149~~such ~~patients~~activity. ~~have~~Since ~~been~~then, ~~treated~~the ~~with~~Company ~~Promitil®~~has assought partners for Farber programs and has entered into a ~~single~~license ~~agent,~~agreement orfor one of its technologies that is in ~~combination~~the pre-clinical research stage with ~~other~~the ~~anticancer~~Ludwig Institute ~~drugs~~of orCancer ~~radiotherapy~~Research and has transferred majority ownership of another one of its technologies, ~~under~~SHMT, to a new company, Forme Therapeutics, that is being managed by Dr. Joshua Rabinowitz with the ~~framework~~goal of adeveloping ~~phase~~SHMT 1Awhile seeking out external investment and ~~two~~partnerships. Going 1Bforward, ~~clinical~~the ~~studies~~Company ~~and~~expects ~~under~~that ~~named~~Barer ~~patient~~will ~~approval~~primarily ~~for~~operate ~~compassionate use~~as an entity holding interest in these two cancer-focused opportunities.

~~In 2019,~~On ~~the~~March ~~Company established Barer~~13, ~~a preclinical cancer metabolism research operation~~2024, toCornerstone ~~focus~~consummated ~~on developing~~ a restructuring ~~pipeline~~ of ~~novel~~its ~~therapeutic compounds,~~outstanding ~~including~~debt ~~compounds~~and ~~designed~~equity tointerests ~~regulate~~(the ~~cancer~~“Cornerstone ~~metabolism with potentially broader application in other indications beyond cancer~~Restructuring”). ~~Barer~~As ~~was~~a ~~comprised~~result of ~~scientists~~the ~~and academic advisors that are experts in cancer metabolism~~Cornerstone Restructuring, ~~chemistry,~~Rafael ~~and~~became ~~drug~~a ~~development. In~~67% ~~addition~~owner toof ~~its~~the ~~own~~issued ~~internal discovery efforts, Barer pursued collaborative research agreements~~ and ~~in-licensing~~outstanding ~~opportunities~~common ~~with leading~~stock ~~scientists~~of ~~from~~Cornerstone ~~top academic institutions. Barer’s majority owned subsidiary, Farber Partners, LLC~~ (the “~~Farber~~Cornerstone Acquisition”), ~~was formed around one such agreement with Princeton University’s~~ ~~Office~~and ofCornerstone ~~Technology~~became ~~Licensing~~a ~~(“Princeton”)~~consolidated ~~for~~subsidiary ~~technology from the laboratory~~ of ~~Professor Joshua Rabinowitz, in the Department of Chemistry, Princeton University, for an exclusive worldwide license to its SHMT (serine hydroxymethyltransferase) inhibitor program~~Rafael. In ~~November~~The ~~2022, the~~ Company ~~resolved~~is tocurrently ~~curtail~~reviewing ~~its~~Cornerstone’s ~~early-stage~~current ~~development~~ efforts, ~~including~~prospects ~~pre-clinical~~and ~~research~~available atresources ~~Barer~~to ~~Institute.~~determine ~~Since then,~~ the ~~Company~~optimal ~~has~~operational ~~sought partners for Farber programs and has entered into a license agreement for one of its technologies that is in pre-clinical research stage~~direction.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~The Company~~In ~~owns~~May a2021, ~~37.5%~~the ~~equity~~Company ~~interest~~formed inRafael RPMedical Devices, ~~Finance~~an ~~LLC~~orthopedic-focused ~~(“RP~~medical ~~Finance”),~~device ~~which~~company ~~was,~~developing ~~until~~instruments ~~March~~to ~~13,~~advance ~~2024~~minimally ~~(the~~invasive ~~date~~surgeries. ofIn ~~the~~August RP2023, ~~Finance~~Rafael ~~Consolidation,~~Medical ~~described~~Devices insold ~~Note~~an aggregate 31.6),% ~~accounted~~equity ~~for~~interest ~~under~~to ~~the~~third ~~equity~~parties ~~method~~for $925,000. RPIn ~~Finance~~February is2025, anthe ~~entity~~Company ~~associated~~invested approximately ~~with~~$582,000 ~~members~~in ~~of the~~cash, ~~family~~and ofRafael ~~Howard~~Medical S.Devices ~~Jonas~~raised ~~(Executive~~approximately ~~Chairman~~$45,000 ~~Chief~~from ~~Executive~~third ~~Officer,~~parties ~~Chairman~~in ofexchange ~~the~~for ~~Board,~~Rafael ~~and~~Medical Devices’ ~~controlling~~Class ~~stockholder~~A ofUnits. ~~the~~ The Company) ~~which~~currently holds ~~37.5~~a 73% equity interest ofin RPRafael ~~Finance~~Medical Devices. RPOn ~~Finance~~December ~~holds~~11, ~~debt~~2024, Rafael Medical Devices received a substantial equivalence determination for the VECTR System from the Food and ~~equity~~Drug ~~investments~~Administration (“FDA”) in ~~Cornerstone.~~response Into ~~October~~Rafael ~~2021, Cornerstone~~Medical ~~received~~Devices’ ~~negative~~510(k) ~~results~~premarket ofnotification. ~~its~~The ~~Avenger~~FDA’s ~~500~~clearance ~~Phase~~of 3the ~~study~~VECTR ~~for~~System ~~devimistat~~is for use in ~~pancreatic~~minimally ~~cancer~~invasive asligament ~~well~~or asfascia arelease ~~recommendation to~~surgeries, ~~stop~~such ~~its~~as ~~ARMADA~~carpal ~~2000~~tunnel ~~Phase~~release 3in ~~study~~the ~~due~~wrist toand acubital ~~determination~~tunnel ~~that~~release in the ~~trial~~elbow. ~~would~~The ~~unlikely~~VECTR ~~achieve~~System ~~its~~has ~~primary~~been ~~endpoint~~classified into Class II and is subject to special controls (~~the~~performance ~~“Data Events”~~standards). ~~Due~~Rafael toMedical Devices’ ~~the~~development ~~Data~~of ~~Events,~~future RPproducts ~~Finance~~will ~~fully~~depend ~~impaired~~upon ~~its~~the ~~then~~success ~~debt~~of the VECTR System and ~~equity~~the ~~investments~~Company’s ability to identify attractive opportunities in ~~Cornerstone~~the marketplace.

~~On March~~In ~~13,~~January 2024, ~~Cornerstone consummated a restructuring of its outstanding debt and equity interests (~~the ~~“Cornerstone~~Company ~~Restructuring”). As~~entered into a ~~result~~ series of ~~the~~transactions ~~Cornerstone~~with ~~Restructuring,~~Day ~~Rafael~~Three ~~became a 67% owner of the issued~~ and ~~outstanding~~certain ~~common stock~~ of ~~Cornerstone~~its ~~(the “Cornerstone Acquisition”)~~shareholders, ~~and~~acquiring ~~Cornerstone became~~ a ~~consolidated~~controlling ~~subsidiary of Rafael. The Cornerstone Acquisition is accounted for as an acquisition of a variable~~ interest ~~entity that is not a business~~ in ~~accordance~~Day ~~with~~Three ~~accounting~~and ~~principles~~subsequently ~~generally accepted~~consolidating inDay ~~the~~Three’s ~~United~~results ~~States of America~~ (the “~~U.S.~~Day ~~GAAP~~Three Acquisition”). ~~The~~On ~~Company~~March ~~was~~14, ~~determined to be the accounting acquirer for financial reporting purposes. In conjunction with the Cornerstone Restructuring and Cornerstone Acquisition~~2025, ~~the~~Day ~~Company~~Three ~~reassessed~~Labs ~~its relationship with RP Finance~~Manufacturing, ~~and as~~ a ~~result~~majority ~~determined~~owned subsidiary ~~that~~of RPDay ~~Finance~~Three, isentered ~~still~~into aan ~~variable~~Asset ~~interest~~Purchase ~~entity~~Agreement and ~~that~~Licensing ~~the~~Agreement, ~~Company~~pursuant ~~became the primary beneficiary of RP Finance as the Company now holds the ability~~ to ~~control repayment of the RP Finance Line of Credit~~ which ~~directly~~they ~~impacts~~sold RPassets ~~Finance’s economic performance. Therefore, following the Cornerstone Restructuring~~ and ~~Cornerstone Acquisition, the Company consolidated RP Finance~~licensed ~~(the~~certain ~~“RP~~applications ~~Finance~~of ~~Consolidation”).~~their ~~See~~Unlokt™ ~~Note~~technology 6used ~~for~~in ~~additional~~their ~~information~~cannabinoid oningredient ~~the Cornerstone~~manufacturing ~~Restructuring, Cornerstone Acquisition, and RP Finance Consolidation~~business. ~~The Company is currently reviewing Cornerstone’s current efforts, prospects and available resources to determine the optimal operational direction.~~

In May 2021, the Company formed Rafael Medical Devices, an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries. In August 2023, Rafael Medical Devices sold an aggregate 31.6% equity interest to third parties for $925,000. In February 2025, the Company invested approximately $582,000 in cash, and Rafael Medical Devices raised approximately $44,000 from third parties in exchange for Rafael Medical Devices' Class A Units. Following the foregoing financing transactions, the Company holds a 73% equity interest in Rafael Medical Devices. On December 11, 2024, Rafael Medical Devices received a substantial equivalence determination for the VECTR System from the Food and Drug Administration's (“FDA”) in response to Rafael Medical Devices’ 510(k) premarket notification. The FDA’s clearance of the VECTR System is for use in minimally invasive ligament or fascia release surgeries, such as carpal tunnel release in the wrist and cubital tunnel release in the elbow. The VECTR System has been classified into Class II and is subject to special controls (performance standards). The Company’s development of future products will depend upon the success of the VECTR System and our Company’s ability to identify attractive opportunities in the marketplace.

In April 2023, the Company first invested in Day Three, 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™. In January 2024, the Company entered into a series of transactions with Day Three and certain shareholders, acquiring a controlling interest of Day Three and subsequently consolidating Day Three's results (the “Day Three Acquisition”). On March 14, 2025, Day Three Labs Manufacturing ("DTLM"), a majority owned subsidiary of Day Three, entered into an Asset Purchase Agreement and Licensing Agreement (the “DTLM Sale Agreement”), pursuant to which they sold assets and licensed certain applications of their Unlokt™ technology used in their cannabinoid ingredient manufacturing business. See Note 13 for additional information.

The “Company” in these consolidated financial statements refers to Rafael Holdings and its subsidiaries on a consolidated basis.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

All majority-owned subsidiaries and RP Finance, LLC are consolidated with all intercompany transactions and balances eliminated in consolidation. In addition to Rafael Holdings, Inc., the entities included in these consolidated financial statements are as follows:

Company	Country of Incorporation	Percentage Owned
Broad Atlantic Associates, LLC	United States – Delaware		100	%
IDT R.E. Holdings Ltd.	Israel		100	%
Rafael Holdings Realty, Inc.	United States – Delaware		100	%
Barer Institute, Inc.	United States – Delaware		100	%*
Hillview Avenue Realty, JV	United States – Delaware		100	%
Hillview Avenue Realty, LLC	United States – Delaware		100	%
Rafael Medical Devices, LLC	United States – Delaware		73	%
Farber Partners, LLC	United States – Delaware		93	%
Pharma Holdings, LLC	United States – Delaware		90	%**
LipoMedix Pharmaceuticals Ltd. (Note 12)	Israel		95	%
LipoMedix Pharmaceuticals Ltd.	Israel		95	%
Altira Capital & Consulting, LLC	United States – Delaware		67	%
CS Pharma Holdings, LLC (Note 7)	United States – Delaware		45	%**
CS Pharma Holdings, LLC	United States – Delaware		45	%**
Day Three Labs, Inc. (Note 13)	United States – Delaware		84	%
Day Three Labs, Inc.	United States – Delaware		84	%
Cornerstone Pharmaceuticals, Inc. (Note 6)	United States – Delaware		67	%
Cornerstone Pharmaceuticals, Inc.	United States – Delaware		67	%
RP Finance, LLC (Note 8)	United States – Delaware		38	%
RP Finance, LLC	United States – Delaware		38	%
Cyclo Therapeutics, LLC (Note 3)	United States – ~~Delaware~~Nevada		100	%

*	In November 2022, the Company resolved to curtail its early-stage development efforts, including pre-clinical research at Barer. The decision was taken to reduce spending as the Company focuses on exploring strategic opportunities.

50% of CS Pharma Holdings, LLC is owned by Pharma Holdings, LLC. We have a 90% ownership interest in Pharma Holdings, LLC and, therefore, an effective 45% economic interest in CS Pharma Holdings, LLC. The Company, along with CS Pharma Holdings, LLC and Pharma Holdings LLC, collectively own securities representing 67% of the outstanding capital stock of Cornerstone.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~6

Basis of Presentation

The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with U.S. GAAP. for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. All adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included.

The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal year 2024 refers to the fiscal year ended July 31, 2024).

Operating results for the three and nine months ended April 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2025. The balance sheet at July 31, 2024 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024 (the “2024 Form 10-K/A”) as filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 7, 2024, and as amended by the Company’s Form 10-K/As filed with the SEC on December 20, 2024 and January 8, 2025.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. All adjustments, which include only normal recurring adjustments, considered necessary for a fair presentation have been included.

Operating results for the three months ended October 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2026. The balance sheet at July 31, 2025 has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the “2025 Form 10-K”) as filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 29, 2025.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates.

Liquidity

As of ~~April~~October 3031, 2025, the Company had cash and cash equivalents of approximately $3745.95 million. The Company expects the balance of cash and cash equivalents to be sufficient to meet its obligations for at least the next 12 months from the issuance of these consolidated financial statements.

Concentration of Credit Risk and Significant Customers

The Company routinely assesses the financial strength of its customers. As a result, the Company believes that its accounts receivable credit risk exposure is limited. As of October 31, 2025, one third-party customer and one related-party tenant represented 13% and 20% of the Company’s accounts receivable balance, respectively. As of July 31, 2025, two third-party customers and one related-party tenant represented 26%, 11%, and 11% of the Company’s accounts receivable balance, respectively.

~~As of~~For ~~April 30~~the three months ended October 31, 2025, three ~~one~~ third-party ~~customer~~customers, ~~represented~~one ~~35%~~third-party ~~of the Company's accounts receivable balance. As of July 31~~tenant, ~~2024 there~~and ~~was~~ one related -party tenant ~~which~~ represented 5024%, 21%, 12%, 23%, and 13% of the Company'’s total ~~accounts~~revenue, ~~receivable balance~~respectively.

For the three months ended ~~April~~October 3031, ~~2025~~2024, one ~~third-party tenant represented 14%, and one third-party~~ customer represented 6328% of the Company'’s ~~revenue,~~ ~~respectively.~~total ~~For the nine months ended April 30~~revenue, ~~2025,~~and one ~~third-party~~ tenant ~~represented~~and ~~26%,~~ one related party tenant represented 15 39%, and ~~one third-party customer represented 41~~21% of the Company'’s total revenue, respectively.

For the three months ended April 30, 2024, one third-party customer and one third-party tenant represented 70% and 14% of the Company’s revenue, respectively. For the nine months ended April 30, 2024, one third-party customer represented 56%, one third-party tenant represented 27%, and one related party tenant represented 17% of the Company's revenue, respectively.7

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Cash and Cash Equivalents

The Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Reserve for Receivables

The allowance for credit losses reflects the Company’s best estimate of lifetime credit losses inherent in the accounts receivable balance. The allowance is determined based on known troubled accounts, historical experience and other currently available evidence. Doubtful accounts are written off upon final determination that the trade accounts will not be collected. The computation of this allowance is based on the tenants’ or customers’ payment histories, as well as certain industry or geographic specific credit considerations. If the Company’s estimates of collectability differ from the cash received, then the timing and amount of the Company’s reported revenue could be impacted. The Company did not recognize any credit loss expense during the three ~~and nine~~ months ended ~~April~~October 3031, 2025 ~~and~~ ~~recognized $0~~ and ~~$2 thousand of credit loss expense during the three and nine months ended April 30,~~ 2024.

Inventory and Cost of Goods Sold

Inventory consists of cyclodextrin products and chemical complexes purchased for resale recorded at the lower of cost (first-in, first-out) or net realizable value. ~~Included in inventory is inventory acquired in the Cyclo Merger that was recognized at its fair value of $270 thousand on the date of the Merger.~~ Cost of products sold includes the acquisition cost of the products sold. The Company records a specific reserve for inventory items that are determined to be obsolete. The Company determined no reserve for obsolete inventory was necessary as of ~~April~~ 30October 31, 2025. ~~The~~and ~~Company did not have any inventory as of~~ July 31, ~~2024~~2025.

Prepaid Clinical Expenses

Prepaid clinical expenses consist of the Company'’s active pharmaceutical ingredients and other raw materials for Trappsol® Cyclo™, that is expected to be used in its clinical trial program, recorded at cost. In addition, advance payments for goods or services for future research and development activities are included as prepaid clinical expenses. Prepaid clinical expenses are expensed as research and development costs as the goods are delivered or the related services are performed. Prepaid clinical expenses expected to be utilized beyond one year from the balance sheet date are classified as non-current assets.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Convertible Notes Receivable

The Company holds convertible notes receivable that are classified as available-for-sale as defined under Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities ("“ASC 320"”), and are recorded at fair value. Subsequent changes in fair value are recorded in accumulated other comprehensive income.

The fair value of these convertible notes receivable are estimated using a scenario-based analysis based on the probability-weighted present value of future investment returns, considering each of the possible outcomes available to the Company, including cash repayment, equity conversion, and collateral transfer scenarios. Estimating the fair value of the convertible note requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.

Variable Interest Entities

In accordance with ASC 810, Consolidation ("“ASC 810"”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

If an entity is determined to be a VIE, the Company evaluates whether the Company is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. The Company consolidates a VIE if both power and benefits belong to the Company – that is, the Company (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). The Company consolidates VIEs whenever it is determined that the Company is the primary beneficiary.

Investments

The method of accounting applied to long-term investments in equity securities involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also include the identification of any variable interests in which the Company is the primary beneficiary. The consolidated financial statements include the Company’s controlled affiliates. All significant intercompany accounts and transactions between the consolidated affiliates are eliminated.

Investments in equity securities may be accounted for using (i) the fair value option, if elected, (ii) fair value through earnings if fair value is readily determinable, or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment.

Prior to the Merger, as defined in Note 3, the Company elected the fair value option to account for its investment in Cyclo, as the Company had significant influence over Cyclo'’s management. The fair value option is irrevocable once elected. The Company measured its initial investment in Cyclo at fair value and recorded all subsequent changes in fair value in earnings in the consolidated statements of operations and comprehensive loss. The Company believed the fair value option best reflected the underlying economics of the investment. ~~The~~Prior to the Merger, the Company had determined that Cyclo was a VIE;, however, ~~prior to~~ the ~~Merger, the~~ Company had determined that it was not the primary beneficiary as the Company did not have the power to direct the activities of Cyclo that most significantly impact Cyclo'’s economic performance. See Note 4, “Investment in Cyclo Therapeutics, LLC”.

Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for in accordance with ASC 321, Investments – Equity Securities. Investments without readily determinable fair values are accounted for using the measurement alternative which is at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company periodically evaluates its investments for impairment ~~due to declines considered to be other than temporary~~. If the Company determines that ~~a decline in~~ fair value is ~~other~~less than ~~temporary~~the investment’s carrying value, then aan ~~charge~~impairment toloss ~~earnings~~ is recorded in the accompanying consolidated statements of operations and comprehensive ~~loss,~~ ~~and a new basis in the investment is established~~loss.

12At October 31, 2025, the Company held an investment of $0.5 million in preferred shares of Nina Medical Ltd. and warrants to purchase additional preferred shares (see Note 15). The preferred shares do not represent in-substance common stock as defined in ASC 323-10-15-13 through 15-19. Accordingly, the investment is not accounted for under the equity method. Instead, the preferred shares are measured in accordance with ASC 321 using the measurement alternative, as they do not have a readily determinable fair value. Under this approach, the investment is recorded at cost, adjusted for observable price changes in orderly transactions for the identical or a similar investment and for impairment.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Equity Method Investments

Investments accounted for under the equity method consist of investments in companies in which the Company is able to exercise significant influence but not control. Under the equity method of accounting, the investment is initially recorded at cost, then the Company’s proportional share of investee’s underlying net income or loss is recorded as a component of income from operations, with a corresponding increase or decrease to the carrying value of the investment. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable.

The Company has determined that RP Finance and Day Three are VIEs. Prior to the RP Finance Consolidation, which occurred as a result of the Cornerstone Acquisition, and the Day Three Acquisition, the Company accounted for RP Finance and Day Three under the equity method of accounting. Since January 2, 2024, Day Three has been consolidated as a majority-owned subsidiary. In conjunction with the Cornerstone Acquisition on March 13, 2024, the Company reassessed its relationship with RP Finance and, as a result, the Company has consolidated RP Finance.

Cost Method Investment

Prior to the Cornerstone Acquisition, the Company had determined that Cornerstone was a VIE; however, the Company determined that it was not the primary beneficiary as the Company did not have the power to direct the activities of Cornerstone that most significantly impact Cornerstone’s economic performance. See Note 6 for additional information.

Investments - Hedge Funds

The Company accounted for its previously held investments in hedge funds in accordance with ASC 321, Investments – Equity Securities. Unrealized gains and losses resulting from the change in fair value of these securities are included in unrealized loss on investments - Hedge Funds in the consolidated statements of operations and comprehensive loss. During ~~the~~fiscal ~~nine~~year ~~months ended April 30,~~ 2025, the Company ~~requested~~ awithdrew ~~withdrawal of~~ its remaining balance in Hedge Fund Investments.

Corporate Bonds and US Treasury Bills

The Company’s marketable securities are considered to be available-for-sale as defined under ASC 320, Investments - Debt and Equity Securities, and are recorded at fair value. Unrealized gains or losses are included in accumulated other comprehensive loss. Realized gains or losses are determined using the specific identification method and are released from accumulated other comprehensive loss and into earnings on the consolidated statements of operations and comprehensive loss. The Company did not hold any corporate bonds or US Treasury bills at October 31, 2025 and July 31, 2025.

The Company uses a current expected credit losses (“CECL”) model to estimate the allowance for credit losses on available-for-sale debt securities. For available-for-sale debt securities in an unrealized loss position, management first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors.

If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any decline in fair value that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. No allowance for credit losses on available-for-sale securities was recognized by the Company at April 30, 2025 nor July 31, 2024.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Long-Lived Assets

Equipment, buildings, leasehold improvements, and furniture and fixtures are recorded at cost less accumulated depreciation and amortization. The related depreciation and amortization are computed using the straight-line method over the estimated useful lives, which range as follows:

Classification		Years
Building and improvements		40
Tenant improvements		7-15
Machinery and equipment		3-5
Other (primarily office equipment, furniture and fixtures)		5

Properties

The Company owns a portion of the 6th floor of a building located at 5 Shlomo Halevi Street, in Jerusalem, Israel.

Business Combinations

The purchase price for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management, including expected future cash flows. The Company allocates any excess purchase price over the fair value of the identifiable net assets and liabilities acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.

~~Impairment of Long-Lived Assets~~10

In accordance with ASC 360, Property, Plant, and Equipment, the Company assesses the recoverability of long-lived assets, which include property and equipment, intangible assets, in-process research and development and patents, whenever significant events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset group are compared to its carrying amount to determine whether the asset group's carrying value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results.

Due to reductions in certain operations including a layoff within the Company's Infusion Technology segment, the Company concluded that a triggering event occurred during November 2024 under ASC 360 that required the Company to evaluate long-lived assets within the Infusion Technology segment for potential impairment. Accordingly, the Company completed an analysis pursuant to ASC 360 and determined that the expected undiscounted cash flows of the asset group exceeded its carrying amount, indicating that the long-lived assets were not impaired.

For the three and nine months ended April 30, 2025 and 2024, the Company determined there was no impairment of its long-lived assets.

Goodwill

The Company assesses goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing the Company's annual goodwill impairment test, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of the Company's reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, the Company considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then proceed to the quantitative impairment test. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Impairment of Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, the Company assesses the recoverability of long-lived assets, which include property and equipment and finite-lived intangible assets, whenever significant events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If indicators of impairment exist, projected future undiscounted cash flows associated with the asset group are compared to its carrying amount to determine whether the asset group’s carrying value is recoverable. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results.

For the three months ended October 31, 2025 and 2024, the Company determined there was no impairment of its long-lived assets.

Goodwill

The Company assesses goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing the Company’s annual goodwill impairment test, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of the Company’s reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, the Company considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that the fair value of any of the reporting units is less than its carrying amount. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would then proceed to the quantitative impairment test. In the quantitative assessment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.

The Company assesses goodwill for impairment on an annual basis as of May 31, or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.

~~Due to~~For ~~reductions in certain operations including a layoff within~~ the ~~Company's~~three ~~Infusion~~months ~~Technology~~ended ~~segment~~October 31, ~~the~~2025 ~~Company concluded that a~~and ~~triggering event occurred during November~~ 2024 ~~under ASC 350~~, ~~Intangibles - Goodwill and Other (“ASC 350”), that required~~ the Company todetermined ~~assess if~~ there was anno impairment. ~~In accordance with ASC 350, the Company performed a quantitative goodwill impairment test, which indicated that the carrying amount~~ of ~~the reporting unit exceeded the estimated fair value of the reporting unit, indicating that the~~ goodwill ~~of the reporting unit was impaired~~. ~~The Company recorded an impairment charge of $3.1 million related to the Infusion Technology segment's goodwill during the nine months ended April 30, 2025. See Note 18 for further information.~~

In-Process Research and Development

The Company has acquired in-process research and development (“IPR&D”) intangible assets pursuant to a business combination. These IPR&D assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. These IPR&D assets are not amortized but reviewed for impairment atanalysis ~~least~~on ~~annually~~an annual basis on May 31, or when events or changes in the business environment indicate the carrying value may be impaired. The process of evaluating the potential impairment of IPR&D requires significant judgment. In performing the Company’s annual IPR&D impairment test, the Company is permitted to first assess qualitative factors to determine whether it is more likely than not that the fair value of any of the Company’s reporting units is less than its carrying amount, including IPR&D. In performing the qualitative assessment, the Company considers the results of clinical trials, among other factors, when evaluating whether the IPR&D is impaired.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Acquired IPR&D pursuant to an asset acquisition that has no alternative future use is expensed immediately as a component of in-process research and development expense in the consolidated statements of operations and comprehensive loss.

For the three months ended October 31, 2025 and 2024, the Company determined there was no impairment of IPR&D.

Clinical Trial Accruals

The Company estimates the clinical trial accrual related to its obligations for services performed on their behalf by third-party vendors. The amount recorded for the clinical trial accrual represents the Company’s evaluation of the progress to completion of specific tasks and the facts and circumstances known at the time of the estimate as it relates to clinical trial activities.

Revenue Recognition

The Company applies the five-step approach as described in ASC 606, Revenue from Contracts with Customers, which consists of the following: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract, and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The Company disaggregates its revenue by source within its consolidated statements of operations and comprehensive loss.

Infusion Technology Revenue:

The Company'’s Infusion Technology revenue is derived from Day Three'’s ~~Unlokt~~UnloktTM technology which is recognized in accordance with ASC 606. Day Three provides manufacturing services where ~~they~~it ~~use~~uses proprietary technology, equipment, and processes to manufacture water-soluble product for their customers at their customer facilities. Day Three is acting as a principal in the transaction, as it is primarily responsible for fulfillment and acceptability of the services. Infusion Technology revenue is recognized over time as the Company'’s performance obligation is satisfied, which is generally within a 30-day period. The criterion in ASC 606-10-25-27, that the entity'’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, is met given that the customer is controlling the product as Day Three is performing the service on the customer'’s premises. Revenue is recognized over the period of performance using an output ~~method~~ method where the number of grams produced is the output, as such method best depicts the Company'’s efforts to satisfy the performance obligation. Customer billings in advance of revenue recognition result in contract liabilities. As of ~~April~~October 3031, 2025 and July 31, 2025, there were no contract liabilities recognized on the consolidated balance sheets related to Infusion Technology revenue.

The cost of Infusion Technology revenue includes costs related to supplies, materials, production labor, and travel costs.

Rental Revenue:

As an owner and operator of real estate, the Company derives rental revenue from leasing office and parking space to tenants at its property. In addition, the Company earns revenue from recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs. Revenue from recoveries from tenants is recorded together with rental income on the consolidated statements of operations and comprehensive loss which is also consistent with the guidance under ASC 842, Leases.

Contractual rental revenue is reported on a straight-line basis over the terms of the respective leases. Accrued rental income, included within other assets on the consolidated balance sheets, represents cumulative rental income earned in excess of rent payments received pursuant to the terms of the individual lease agreements.

1512

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Product Revenue:

The majority of the Company'’s product revenue is ~~garnered~~generated in North America from companies in the pharmaceutical industry that are manufacturing or conducting research. In other countries, the Company sells products primarily to wholesale distributors and other third-party distribution partners.

Revenues from product sales are recognized when the customer obtains control of the product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that the Company would have recognized is one year or less or the amount is immaterial. Shipping and handling costs performed after a customer obtains control of the product are treated as a fulfillment cost. The Company has identified one performance obligation in its contracts with customers which is the delivery of product. The transaction price is recognized in full when the product is delivered to the customer, which is the point at which the Company has satisfied its performance obligation.

Research and Development Costs

Research and development costs and expenses incurred by consolidated entities consist primarily of salaries and related personnel expenses, stock-based compensation, fees paid to external service providers, laboratory supplies, costs for facilities and equipment, license costs, and other costs for research and development activities. Research and development expenses are recorded in operating expenses in the period in which they are incurred. Estimates have been used in determining the liability for certain costs where services have been performed but not yet invoiced. The Company monitors levels of performance under each significant contract for external service providers, including the extent of patient enrollment and other activities through communications with the service providers to reflect the actual amount expended.

Contingent milestone payments associated with acquiring rights to intellectual property are recognized when probable and estimable. These amounts are recorded as research and development expense when there is no alternative future use associated with the intellectual property. There were no such payment expenses during the three ~~and nine~~ months ended ~~April~~October 3031, 2025 and 2024.

Stock-Based Compensation

The Company accounts for stock-based compensation using the provisions of ASC 718, Stock-Based Compensation, which requires the recognition of the fair value of stock-based compensation. Stock-based compensation is estimated at the grant date based on the fair value of the awards. The Company accounts for forfeitures of grants as they occur. Compensation cost for awards is recognized using the straight-line method over the vesting period. Stock-based compensation is included in general and administrative expense and research and development expense in the consolidated statements of operations and comprehensive loss.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change.

The Company uses a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return. The Company determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more likely than not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions that meet the more-likely-than-not recognition threshold are measured to determine the amount of tax benefit to recognize in the consolidated financial statements. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the consolidated financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability.13

The Company classifies interest and penalties on income taxes as a component of income tax expense, if any.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company classifies interest and penalties on income taxes as a component of income tax expense, if any.

Contingencies

The Company accrues for loss contingencies when both (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can reasonably be estimated. When the Company accrues for loss contingencies and the reasonable estimate of the loss is within a range, the Company records its best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company discloses an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred.

Fair Value Measurements

Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows:

●

Level 1 - quoted prices in active markets for identical assets or liabilities;

●

Level 2 - quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

●

Level 3 - unobservable inputs for the asset or liability, such as discounted cash flow models or valuations.

A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

Functional Currency

The U.S. Dollar is the functional currency of our entities operating in the United States. The functional currency for our subsidiaries operating outside of the United States is the New Israeli Shekel, or NIS, the currency of the primary economic environment in which such subsidiaries primarily expend cash. The Company translates those subsidiaries’ financial statements into U.S. Dollars. The Company translates assets and liabilities at the exchange rate in effect as of the consolidated financial statement date, and translates accounts from the consolidated statements of operations and comprehensive loss using the weighted average exchange rate for the period. The Company reports gains and losses from currency exchange rate changes related to intercompany receivables and payables, which are not of a long-term investment nature, as part of other comprehensive loss.

~~Warrants~~14

The Company accounts for warrants to purchase shares of its Class B common stock as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants considering the authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants meet the definition of a liability pursuant to ASC 480 and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and satisfy additional conditions for equity classification. Equity classified warrants are measured at fair value at their issuance date in accordance with ASC 820 “Fair Value Measurement". Warrants that are liability-classified are measured at fair value at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized in the statement of operations in the period of change.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Warrants

The Company accounts for warrants to purchase its Class B common stock as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants considering the authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants meet the definition of a liability pursuant to ASC 480 and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and satisfy additional conditions for equity classification. Equity classified warrants are measured at fair value at their issuance date in accordance with ASC 820, Fair Value Measurement. Warrants that are liability-classified are measured at fair value at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized in the statement of operations in the period of change.

Loss Per Share

Basic loss per share is computed by dividing net loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted loss per share is determined in the same manner as basic loss per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase would be anti-dilutive.

Recently Adopted Accounting Pronouncements

In ~~August~~ ~~2020~~November 2023, the ~~FASB~~Financial ~~issued~~ Accounting ~~Standard~~Standards Board ~~Update~~ (“~~ASU~~FASB”) ~~No.~~issued ~~2020~~ASU 2023-0607, ~~Accounting~~with ~~for~~the ~~Convertible~~goal ~~Instruments~~of ~~and Contracts~~enhancing insegment andisclosures ~~Entity’s~~under ~~Own~~Topic ~~Equity~~280, ~~(“ASU~~Segment ~~2020-06”)~~Reporting, which ~~simplifies an issuer’s accounting for convertible~~ ~~instruments~~requires bypublic ~~reducing~~entities ~~the~~to ~~number~~disclose ofsignificant ~~accounting~~segment ~~models~~expenses ~~that~~regularly ~~require~~provided ~~separate~~to ~~accounting~~the ~~for~~chief ~~embedded~~operating ~~conversion features~~decision-maker. ~~ASU~~Public ~~2020-06~~entities ~~also~~with ~~simplifies~~a ~~the~~single ~~settlement~~reporting ~~assessment~~segment ~~that~~have ~~entities are required~~ to ~~perform~~provide toall ~~determine~~disclosures ~~whether~~required aby ~~contract~~ASC ~~qualifies~~280, ~~for~~including ~~equity classification~~the ~~and~~significant ~~makes~~segment ~~targeted~~expense ~~improvements~~disclosures. This toupdate ~~the~~is ~~disclosures~~applicable for ~~convertible~~all ~~instruments~~public ~~and~~entities. ~~earnings-per-share~~The ~~(“EPS”) guidance.~~amendments ~~This~~in ~~update~~this isUpdate are effective for ~~the Company’s~~ fiscal years beginning after December 15, 2023, and interim periods within ~~those~~ fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted the ~~standard~~provisions ~~effective~~of ~~August~~ASU 1,2023-07 ~~2024.~~as ~~The~~of ~~adoption~~July ~~did~~31, ~~not~~2025 ~~have~~on a ~~material~~retrospective ~~impact~~basis. onRefer to Note 22, Business Segment Information for the ~~Company’s~~related ~~consolidated~~segment ~~financial statements~~disclosures.

Recently Issued Accounting Standards Not Yet Adopted

In ~~November~~ December 2023, the FASB issued ASU 2023-0709, Income ~~“Segment~~Taxes ~~Reporting~~ (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures~~” (“ASU~~, ~~2023-07”).~~which ~~ASU~~requires ~~2023-07~~disaggregated ~~updates~~information ~~reportable~~about ~~segment~~a ~~disclosure requirements primarily through enhanced disclosures about~~reporting ~~significant~~entity’s ~~segment expenses. ASU 2023-07 is~~ effective ~~for~~tax ~~all~~rate ~~entities~~reconciliation ~~for~~as ~~fiscal~~well ~~years~~as ~~beginning~~information ~~after~~on ~~December~~income ~~15,~~taxes ~~2023, and for interim periods within fiscal years beginning after December 15, 2024~~paid. ~~Early adoption is permitted.~~ The ~~amendments should be applied retrospectively to all prior periods presented in the consolidated financial statements. The new~~ guidance is effective for the Company ~~for its fiscal~~’s ~~year~~annual period ending on July 31, ~~2025~~2026, ~~and~~with inearly ~~interim~~adoption ~~periods thereafter~~permitted. The Company is currently evaluating the potential impact that this ~~standard~~ standard may have on its consolidated financial statements and related disclosures.

~~In December~~On ~~2023~~November 4, 2024, the FASB issued ASU ~~2023~~2024-0903, Disaggregation “of Income ~~Taxes~~Statement ~~(Topic~~Expenses ~~740~~(“DISE”):, ~~Improvements~~which torequires ~~Income~~disaggregated ~~Tax~~disclosure ~~Disclosures”,~~of ~~which~~income ~~requires~~statement ~~disaggregated~~expenses ~~information~~for ~~about~~public abusiness ~~reporting~~entities. ~~entity’s~~The ~~effective~~ASU ~~tax~~does ~~rate~~not ~~reconciliation~~change asthe ~~well~~expense ascaptions ~~information~~an entity presents on the face of the income ~~taxes~~statement; rather, ~~paid.~~it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the consolidated ~~The~~financial ~~guidance~~statements. ASU 2024-03 is effective for ~~the~~all ~~Company’s~~public business entities for fiscal years beginning after ~~February~~December 115, ~~2025~~2026, ~~with~~and interim ~~early~~periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures.

On November 4, 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“DISE”), which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the consolidated financial statements. ASU 2024-03 is effective for all public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

NOTE 3 - CYCLO MERGER

On March 25, 2025, the Company, Cyclo, Tandem Therapeutics, Inc., a wholly-owned subsidiary of the Company (“First Merger Sub”), and Tandem Therapeutics, LLC, a wholly-owned subsidiary of the Company (“Second Merger Sub”), completed a business combination transaction pursuant to which: (i) First Merger Sub merged with and into Cyclo, with Cyclo being the surviving entity (the “First Merger”), and (ii) immediately following the First Merger, Cyclo merged with and into Second Merger Sub, with Second Merger Sub being the surviving entity (the “Surviving Entity”) of the subsequent merger (the “Second Merger” and together with the First Merger, the “Merger”). As part of the Merger:

a) The Company issued 7,132,228 shares of its Class B common stock in exchange for 20,234,468 shares of common stock of Cyclo (“Cyclo Common Stock”) that were issued and outstanding immediately prior to March 25, 2025 (the “Closing Date”), based on an exchange ratio equal to 0.3525 (the “Exchange Ratio”);

18b) All compensatory options (the “Historical Cyclo Options”) to purchase Cyclo Common Stock that were outstanding immediately prior to the Merger were converted into options to acquire, on substantially similar terms and conditions, a number of shares, adjusted based on the Exchange Ratio, of the Company’s Class B common stock (rounded down to the nearest whole share), at an adjusted exercise price per share based upon the Exchange Ratio (rounded up to the nearest whole cent) (the “Rollover Options”);

~~RAFAEL~~c) ~~HOLDINGS~~Unless otherwise provided for in outstanding warrant agreements, ~~INC~~all outstanding warrants to purchase Cyclo Common Stock (the “Cyclo Warrants”), other than those held by the Company (the “Rafael-Owned Cyclo Warrants”, as defined in Note 4, which were cancelled), converted into warrants to purchase 1,087,100 shares of Rafael’s Class B common stock, at an adjusted exercise price per share based upon the Exchange Ratio (the “Replacement Warrants”). Certain historical Cyclo Warrants provided the holder with the right to elect to receive cash payment in lieu of receiving warrants to purchase Rafael’s Class B common stock and were settled through cash payments totaling $3.6 million; and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

b) All compensatory options (the “Historical Cyclo Options”) to purchase Cyclo Common Stock that were outstanding immediately prior to the Merger were converted into options to acquire, on substantially similar terms and conditions, a number of shares, adjusted based on the Exchange Ratio, of the Company's Class B common stock (rounded down to the nearest whole share), at an adjusted exercise price per share based upon the Exchange Ratio (rounded up to the nearest whole cent) (the “Rollover Options”);

c) Unless otherwise provided for in outstanding warrant agreements, all outstanding warrants to purchase Cyclo Common Stock (the “Cyclo Warrants”), other than those held by the Company (the “Rafael-Owned Cyclo Warrants”, as defined in Note 4, which were cancelled), converted into warrants to purchase 1,087,100 shares of Rafael's Class B common stock, at an adjusted exercise price per share based upon the Exchange Ratio (the “Replacement Warrants”). Certain historical Cyclo Warrants provided the holder with the right to elect to receive cash payment in lieu of receiving warrants to purchase Rafael's Class B common stock and were settled through cash payments totaling $3.6 million; and

d) The outstanding principal and accrued interest on the Cyclo Convertible Notes, as defined in Note 5, were forgiven.

Upon consummation of, and as a result of the Merger, the Company became the primary beneficiary of Cyclo, a VIE that constitutes a business. In accordance with ASC 810, the initial consolidation of a VIE that is a business is a business combination and shall be accounted for in accordance with the provisions in ASC 805, Business Combinations (“ASC 805”).

In accordance with the guidance for a step acquisition in ASC 805, Rafael recognized goodwill on the initial consolidation of Cyclo as of the Closing Date of the Merger, measured as the excess of (a) the sum of (i) the fair value of consideration transferred, (ii) the fair value of any noncontrolling interests in the acquiree, and (iii) the fair value of previously held equity interests, over (b) the net amount of the identifiable assets acquired and liabilities assumed measured in accordance with ASC 805.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents, in accordance with ASC 805, the sum of (i) the fair value of consideration transferred, (ii) the fair value of any noncontrolling interests in the acquiree, and (iii) the fair value of previously held equity interests (amounts in thousands):

Fair value of consideration
(i) Fair value of Rafael common shares issued¹	$	14,692
Fair value of Rollover Options²		360
Fair value of Replacement Warrants³		472
Cash paid to extinguish warrants⁴		3,586
Fair value of the Cyclo Convertible Notes which were forgiven⁵		21,472
(ii) Fair value of noncontrolling interests		—
(iii) Fair value of previously held equity interests⁶		9,367
Total consideration	$	49,949

⁽¹⁾	The fair value of the 7,132,228 shares of Rafael Class B common stock issued was measured utilizing the share price of Rafael’s Class B common stock of $2.06, which was the closing share price on March 25, 2025.

⁽²⁾

Represents the fair value-based measure of the Rollover Options issued by the Company that is attributable to pre-Merger vesting based on the fair-value-based measure of the Cyclo Options over the requisite service period. The fair value of the Rollover Options was measured utilizing a share price of Rafael Class B common stock of $2.06 and the pre-Merger fair value of the historical Cyclo Options was measured utilizing a share price of Cyclo Common Stock of approximately $0.72, which were their respective closing share prices on March 25, 2025.

⁽³⁾	Represents the fair value of the Replacement Warrants that were measured utilizing a share price of Rafael’s Class B common stock of $2.06, which was the closing share price on March 25, 2025.

⁽⁴⁾

Represents the cash-settlement amount paid to the holders of certain Cyclo Warrants that exercised their rights under provisions within their warrant agreements that granted the holders an option to elect cash-settlement upon certain events. The Merger with Cyclo triggered the option to elect cash-settlement and certain holders of these certain warrants elected to receive cash payment in lieu of receiving warrants to purchase Rafael Class B common stock.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

⁽⁵⁾	Represents the outstanding principal and accrued interest on the Cyclo Convertible Notes which were forgiven as part of the Merger. At the Closing Date of the Merger, the fair value of the Cyclo Convertible Notes equaled the outstanding principal and accrued interest of $21.5 million.

(6) Rafael’s Prior Investment in Cyclo, as defined in Note 4, represents previously held equity interests in Cyclo that were included in the purchase price at their fair values as of the closing of the Merger. Rafael'’s ownership of 12,998,194 shares of Cyclo Common Stock prior to the Merger was valued at $9.4 million based on the share price of Cyclo Common Stock of approximately $0.72, which was the closing share price on March 25, 2025. The Rafael-Owned Cyclo Warrants are ascribed a fair value of $0 in the measurement of previously held equity interests above as their exercise prices were greater than the share price of Cyclo Common Stock of approximately $0.72, which was the closing share price on March 25, 2025 and the Rafael-Owned Cyclo Warrants were cancelled at the consummation of the Merger.

The following table presents the preliminary fair values of the identifiable assets acquired and liabilities assumed and goodwill recognized, measured in accordance with ASC 805 (amounts in thousands):17

Assets acquired and liabilities assumed
Cash	$	877
Accounts receivable		112
Inventory		270
Prepaid expenses and other current assets		2,690
Property and equipment		22
Prepaid expenses, noncurrent		1,592
Other assets		27
Intangible assets - customer relationships		1,040
Acquired In Process Research & Development (IPR&D)		30,000
Accounts payable		(5,759	)
Accrued expenses		(171	)
Convertible notes due to Rafael		—
Other current liabilities		(20	)
Deferred tax liabilities		(9,002	)
Other liabilities		(7	)
Total identifiable net assets acquired	$	21,671
Goodwill	$	28,278

The purchase accounting related to the Merger remains preliminary, primarily due to the ongoing evaluation of (1) the accuracy and completeness of pre-Merger deferred tax balances, including transaction costs, net operating losses, and the applicable state tax rate, and (2) the potential limitations on acquired tax attributes under Section 382 of the Internal Revenue Code (“Section 382”), which may restrict the future utilization of net operating losses and other tax benefits. The outcome of the Section 382 analysis may significantly impact the valuation of the IPR&D and deferred tax liabilities recognized in the Merger, with related adjustments to goodwill derived from these amounts, and the assessment of any required valuation allowance on acquired deferred tax assets. The final purchase accounting will be completed within the one-year measurement period following the Closing Date of the Merger.

The Company incurred transaction costs of $1.0 million, of which $0.2 million and $1.0 million were incurred during the three and nine months ended April 30, 2025, respectively, for consulting, legal, accounting, and other professional fees that have been expensed as general and administrative expenses, as incurred, in connection with the Merger.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~To value~~The ~~the~~following ~~IPR&D~~table ~~and~~presents ~~Customer Relationships,~~ the ~~Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under~~preliminary ~~the~~fair ~~Income~~values ~~Approach. The method considers the present value~~ of ~~excess earnings generated by Cyclo’s IPR&D and customers after taking into account~~ the ~~cost~~identifiable ~~to realize the revenue, charges for contributory~~ assets ~~and~~acquired ~~an appropriate discount rate to reflect the time value~~ and ~~risk~~liabilities ~~associated~~assumed ~~with the invested capital. IPR&D acquired represents Cyclo’s research~~ and ~~development~~goodwill ~~activities related~~recognized, tomeasured ~~its~~in ~~lead~~accordance ~~drug~~with ~~candidate~~ASC ~~Trappsol® Cyclo™ (hydroxypropyl beta cyclodextrin) as a treatment for Niemann-Pick Type~~805 ~~C disease~~ (~~“NPC”).~~amounts ~~The~~in acquired Customer Relationships are related to Cyclo’s Specialty Chemicals business. The identifiable intangible assets associated with Customer Relationships are being amortized on a straight-line basis over their preliminary estimated useful lives of eight years. IPR&D is considered an indefinite lived asset.thousands):

The Merger has been treated as a tax-free reorganization and therefore Cyclo’s tax basis in the assets acquired and liabilities assumed will carry over. Accordingly, the Company recognized net deferred tax liabilities associated with the Merger of $9.0 million.

Assets acquired and liabilities assumed
Cash	$	877
Accounts receivable		112
Inventory		270
Prepaid expenses and other current assets		2,690
Property and equipment		22
Prepaid expenses, noncurrent		1,041
Other assets		27
Other receivable		933
Intangible assets - customer relationships		1,040
Acquired In Process Research & Development (IPR&D)		30,000
Accounts payable		(5,208	)
Accrued expenses		(1,464	)
Other current liabilities		(20	)
Deferred tax liabilities		(303	)
Other liabilities		(7	)
Total identifiable net assets acquired	$	30,010

Goodwill	$	19,939

The preliminary fair values of the assets acquired and liabilities assumed in the Merger are subject to change as the Company performs additional reviews of the assumptions utilized. Further adjustments may be necessary as additional information related to the fair values of assets acquired, liabilities assumed, and tax implications thereon is assessed during the measurement period (up to one year from the acquisition date). The final purchase accounting will be completed within the one-year measurement period following the Closing Date of the Merger.

The Company incurred transaction costs of $0.1 million during the three months ended October 31, 2024 for consulting, legal, accounting, and other professional fees that have been expensed as general and administrative expenses, as incurred, in connection with the Merger.

To value the IPR&D and Customer Relationships, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under the Income Approach. The method considers the present value of excess earnings generated by Cyclo’s IPR&D and customers after taking into account the cost to realize the revenue, charges for contributory assets and an appropriate discount rate to reflect the time value and risk associated with the invested capital. IPR&D acquired represents Cyclo’s research and development activities related to its lead drug candidate Trappsol® Cyclo™ (hydroxypropyl beta cyclodextrin) as a treatment for NPC1. The acquired Customer Relationships are related to Cyclo’s Specialty Chemicals business. The identifiable intangible assets associated with Customer Relationships are being amortized on a straight-line basis over their preliminary estimated useful lives of eight years. IPR&D is considered an indefinite lived asset.

The goodwill acquired, which is not tax deductible, represents the excess of the purchase price over the fair values of the net identifiable assets of the business acquired.

~~Post-Merger operating results~~18

The following table reflects Cyclo's revenue and loss from operations included in Rafael's consolidated statement of operations subsequent to the Closing Date of the Merger:

(in thousands)	Three and nine months ended April 30, 2025
Product revenue	$	221
Loss from operations		(2,967	)

Pro Forma Financial Information

In addition to the Merger, Rafael previously acquired Cornerstone in a series of transactions that closed on March 13, 2024,(see Note 6). The following unaudited pro forma condensed combined financial information has been prepared to present first, the combination on a pro forma basis of the historical consolidated financial statements of Rafael and Cornerstone, after giving effect to the Cornerstone Restructuring, the Cornerstone Acquisition, and the RP Finance Consolidation and second, the historical financial statements of Cyclo, after giving effect to the Merger, as if each of the transactions had occurred on August 1, 2023.

The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the Cornerstone Restructuring, the Cornerstone Acquisition, the RP Finance Consolidation, and the Merger with Cyclo had taken place on the date noted above, or of results that may occur in the future.

(unaudited, in thousands)	Three months ended April 30,						Nine months ended April 30,
	2025			2024			2025			2024
Revenue	$	472		$	538		$	1,230		$	1,481
Loss from operations		(9,832	)		(8,484	)		(33,491	)		(121,193	)
Net loss attributable to common stockholders		(7,638	)		(3,311	)		(28,679	)		(54,836	)

The pro forma loss from operations for the nine months ended April 30, 2024 includes $2.4 million of transaction costs related to the Merger, of which $1.4 million was incurred by Cyclo, of which $0.3 million and $1.4 million is recorded in Cyclo's historical financial statements for the three and nine months ended April 30, 2025, respectively, and $1.0 million was incurred by Rafael, of which $0.2 million and $1.0 million is reported in Rafael's historical financial statements for the three and nine months ended April 30, 2025, respectively.

The pro forma loss from operations for the nine months ended April 30, 2024 includes the IPR&D expense of $89.9 million, related to the IPR&D asset acquired in the Cornerstone Acquisition with no alternative future use, which is reported in Rafael's historical financial statements for the quarter ended April 30, 2024 and the year ended July 31, 2024.

The pro forma net loss from operations attributable to common stockholders for the nine months ended April 30, 2024 includes a gain of $31.3 million on the recovery of receivables from Cornerstone and the recognition of a net loss attributable to noncontrolling interests of Cornerstone of $30.7 million, which are reported in Rafael's historical financial statements for the quarter ended April 30, 2024 and the year ended July 31, 2024, respectively.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Pro Forma Financial Information

The following pro forma condensed combined financial information has been prepared to present the combination on a pro forma basis of the historical consolidated financial statements of Rafael and the historical financial statements of Cyclo, after giving effect to the Merger, as if the Merger had occurred on August 1, 2023.

The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the Merger with Cyclo had taken place on the date noted above, or of results that may occur in the future.

*(in thousands)*	Three months ended October 31, 2024
Revenue	$	362
Loss from operations		(13,414	)
Net loss attributable to common stockholders		(11,699	)

The pro forma loss from operations for the three months ended October 31, 2024 includes $1.2 million of transaction costs related to the Merger, of which $0.7 million was incurred by Cyclo and $0.5 million was incurred by Rafael.

NOTE 4 – INVESTMENT IN CYCLO THERAPEUTICS, LLC.

On May 2, 2023, the Company entered into a Securities Purchase Agreement with Cyclo (the "Cyclo SPA"). The Company purchased from Cyclo (i) 2,514,970 common shares (the “Purchased Shares”) and (ii) a warrant to purchase 2,514,970 common shares with an exercise price of $0.71 per share (the “May Warrant”), at a combined purchase price of $0.835 for one Purchased Share and a May Warrant to purchase one share, for an aggregate purchase price of $2.1 million. The May Warrant was exercisable until August 1, 2030.

On August 1, 2023, pursuant to a Securities Purchase Agreement (the “Cyclo II SPA”) dated June 1, 2023, the Company purchased an additional 4,000,000 shares of common stock (the “Cyclo II Shares”), and received a warrant to purchase an additional 4,000,000 Shares (the “Cyclo II Warrant”), for an aggregate purchase price of $5,000,000. The Cyclo II Warrant had an exercise price of $1.25 per share and was exercisable until August 1, 2030.

On October 20, 2023, the Company exercised the May Warrant to purchase 2,514,970 common shares at an exercise price of $0.71 per share, pursuant to a Securities Purchase Agreement dated October 20, 2023, and received a new warrant (the “Cyclo III Warrant”) to purchase 2,766,467 common shares at an exercise price of $0.95 per share. The Cyclo III Warrant was exercisable until October 20, 2027. Both the Cyclo II Warrant and Cyclo III Warrant (collectively, the “Rafael-Owned Cyclo Warrants”) are subject to the restriction that exercise(s) do not convey more than 49% ownership to the Company (the “Cyclo Blocker”). Upon exercise of the May Warrant, the Company recognized a realized gain of $424 thousand.

On December 23, 2024, Rafael exercised its discretionary conversion option under the Cyclo Convertible Notes (refer to Note 5) converting $2.5 million in outstanding principal amount of the Cyclo Convertible Note III, issued on August 21, 2024, into 3,968,254 shares of Cyclo Common Stock. Following the Conversion, Rafael’s ownership increased to 12,998,194 shares, representing ownership of 39.5% of the outstanding Cyclo Common Stock.

Prior to the Merger, William Conkling, who served as Rafael'’s CEO, was a member of Cyclo’s Board of Directors.

Prior to the Merger, the Company had determined that Cyclo was a VIE; however, the Company determined that it was not the primary beneficiary as the Company did not have the power to direct the activities of Cyclo that most significantly impacted Cyclo’s economic performance and, therefore, was not required to consolidate Cyclo.

Prior to the Merger, Rafael’s ownership of 12,998,194 shares of outstanding Cyclo Common Stock and the Rafael-Owned Cyclo Warrants are collectively referred to herein as “Rafael’s Prior Investment in Cyclo”. ~~The total aggregate fair value of Rafael’s Prior Investment in Cyclo is included as "Investments - Cyclo", on Rafael’s consolidated balance sheets.~~

The Company elected to account for its investment in Cyclo under the fair value option, with subsequent changes in fair value recognized as Unrealized (gain) loss on investment - Cyclo in the consolidated statements of operations and comprehensive loss. During the three ~~and~~ ~~nine~~ months ended ~~April~~October 3031, ~~2025~~2024, the Company recognized an unrealized ~~losses~~loss of $14.4 million ~~and $5.1 million, respectively,~~ related to its investment in Cyclo common stock and warrants ~~attributed to the decrease in the market price of Cyclo's common stock prior to the Cyclo Merger~~. During the three and nine months ended April 30, 2024, the Company recognized an unrealized loss of $4.4 million and an unrealized gain of $3.2 million, respectively, related to its investment in Cyclo.

On March 25, 2025, Rafael consummated the Merger with Cyclo. As part of the Merger, Rafael'’s Prior Investment in Cyclo represented previously held equity interests in Cyclo that were included in the purchase consideration at their fair values as of the closing of the Merger. See Note 3 for additional information regarding the Merger.

NOTE 5 – CONVERTIBLE NOTES RECEIVABLE, DUE FROM CYCLO THERAPEUTICS, LLC.

On June 11, 2024, the Company entered into a Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $2 million (the “Cyclo Convertible Note I”) to the Company for $2 million in cash. The Cyclo Convertible Note I was issued with a maturity date of November 11, 2024 and was amended to a maturity date of March 31, 2025 as described below, and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note I is convertible into shares of Cyclo Common Stock at the option of the Company unless converted automatically upon certain events, as defined in the Cyclo Convertible Note I Note Purchase Agreement.

2219

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On July 16, 2024, the Company entered into a First Amended and Restated Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $2 million (the “Cyclo Convertible Note II”) to the Company for $2 million in cash. The Cyclo Convertible Note II was issued with a maturity date of November 11, 2024 and was amended to a maturity date of March 31, 2025 as described below, and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note II is convertible into shares of Cyclo Common Stock at the option of the Company unless converted automatically upon certain events, as defined in the Cyclo Convertible Note II Note Purchase Agreement.

On August 21, 2024, Rafael entered into a Second Amended and Restated Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $3 million to Rafael for $3 million (the “Cyclo Convertible Note III”) in cash. The Cyclo Convertible Note III was issued with a maturity date of December 21, 2024 and was amended to a maturity date of March 31, 2025 as described below, and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note III is convertible into shares of Cyclo Common Stock at the option of Rafael (provided, however, that Rafael may not elect to convert the convertible note (or prior convertible notes) issued by Cyclo to Rafael in connection with previous loans if, following such conversion, Rafael will beneficially own more than 49.9% of Cyclo Common Stock); and automatically on certain other events.

On September 9, 2024, Rafael entered into a Third Amended and Restated Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $3 million (the “Cyclo Convertible Note IV”) to Rafael for $3 million in cash. The Cyclo Convertible Note IV was issued with a maturity date of December 21, 2024 and was amended to a maturity date of March 31, 2025 as described below, and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note IV is convertible into shares of Cyclo Common Stock at the option of Rafael (provided, however, that Rafael may not elect to convert the convertible note (or prior convertible notes) issued by Cyclo to Rafael in connection with previous loans if, following such conversion, Rafael will beneficially own more than 49.9% of Cyclo Common Stock); and automatically on certain other events.

On October 8, 2024, Rafael entered into a Fourth Amended and Restated Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $3 million (the “Cyclo Convertible Note V”) to Rafael for $3 million in cash. The Cyclo Convertible Note V was issued with a maturity date of December 21, 2024 and was amended to a maturity date of March 31, 2025 as described below, and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note V is convertible into shares of Cyclo Common Stock at the option of Rafael (provided, however, that Rafael may not elect to convert the convertible note (or prior convertible notes) issued by Cyclo to Rafael in connection with previous loans if, following such conversion, Rafael will beneficially own more than 49.9% of Cyclo Common Stock); and automatically on certain other events.

Also on October 8, 2024, Rafael entered into an Amendment to Convertible Promissory Notes whereby the maturity dates of the Cyclo Convertible Note I and the Cyclo Convertible Note II were amended to be December 21, 2024, such that each of the Cyclo Convertible Notes that were outstanding as of October 8, 2024 had a maturity date of December 21, 2024 as of the date of this amendment. The maturity date of the Cyclo Convertible Notes was subsequently amended, as discussed below.

On November 7, 2024, the Company entered into a Fifth Amended and Restated Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $2 million (the “Cyclo Convertible Note VI”) for $2 million in cash. The Cyclo Convertible Note VI was issued with a maturity date of December 21, 2024 and was amended to a maturity date of March 31, 2025 as described below, and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note VI is convertible into shares of Cyclo Common Stock at the option of the Company (provided, however, that Rafael may not elect to convert the convertible note (or prior convertible notes) issued by Cyclo in connection with previous loans if, following such conversion, the Company will beneficially own more than 49.9% of Cyclo Common Stock); and automatically on certain other events.

On December 5, 2024, the Company entered into a Sixth Amended and Restated Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $1 million (the “Cyclo Convertible Note VII”) for $1 million in cash. The Cyclo Convertible Note VII was issued with a maturity date of December 21, 2024 and was amended to a maturity date of March 31, 2025 as described below, and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note VII is convertible into shares of Cyclo Common Stock at the option of the Company (provided, however, that Rafael may not elect to convert the convertible note (or prior convertible notes) issued by Cyclo in connection with previous loans if, following such conversion, the Company will beneficially own more than 49.9% of Cyclo Common Stock); and automatically on certain other events.20

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On December 21, 2024, Rafael entered into an Amendment to Convertible Promissory Notes whereby the maturity date of each of the Cyclo Convertible Notes was amended to be February 15, 2025. The maturity date of the Cyclo Convertible Notes was subsequently amended, as discussed below.

On December 23, 2024, Rafael exercised its discretionary conversion option under the Cyclo Convertible Notes, converting $2.5 million in outstanding principal amount of the Cyclo Convertible Note III into 3,968,254 shares of Cyclo Common Stock at a conversion price of $0.63 per share, which was the closing price of Cyclo Common Stock on The NASDAQ Capital Market on December 20, 2024, the trading date immediately preceding the date of the conversion.

On January 3, 2025, Rafael entered into a Seventh Amended and Restated Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $3 million (the “Cyclo Convertible Note VIII”) to Rafael for $3 million in cash. The Cyclo Convertible Note VIII was issued with a maturity date of February 15, 2025 and was amended to a maturity date of March 31, 2025 as described below, and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note VIII is convertible into shares of Cyclo Common Stock at the option of Rafael (provided, however, that Rafael may not elect to convert the convertible note (or prior convertible notes issued by Cyclo to Rafael in connection with previous loans) if, following such conversion, Rafael will beneficially own more than 49.9% of Cyclo Common Stock); and automatically on certain other events.

On February 4, 2025, Rafael entered into an Eighth Amended and Restated Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $2 million (the “Cyclo Convertible Note IX”) to Rafael for $2 million in cash. The Cyclo Convertible Note IX was issued with a maturity date of March 31, 2025 and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note IX is convertible into shares of Cyclo Common Stock at the option of Rafael (provided, however, that Rafael may not elect to convert the convertible note (or prior convertible notes issued by Cyclo to Rafael in connection with previous loans) if, following such conversion, Rafael will beneficially own more than 49.9% of Cyclo Common Stock); and automatically on certain other events.

Also on February 4, 2025, Rafael entered into an Amendment to Convertible Promissory Notes whereby the maturity date of each of the Cyclo Convertible Notes was amended to be March 31, 2025.

On March 6, 2025, the Company entered into a Ninth Amended and Restated Note Purchase Agreement with Cyclo, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $2.5 million (the “Cyclo Convertible Note X”) for $2.5 million in cash. The Cyclo Convertible Note X matures on March 31, 2025 and bears interest at a rate of 5% per annum, payable upon maturity. The principal amount of the Cyclo Convertible Note X is convertible into shares of Cyclo Common Stock at the option of the Company (provided, however, that Rafael may not elect to convert the convertible note (or prior convertible notes) issued by Cyclo in connection with previous loans if, following such conversion, the Company will beneficially own more than 49.9% of Cyclo Common Stock); and automatically on certain other events.

The Cyclo Convertible Note I, the Cyclo Convertible Note II, the Cyclo Convertible Note III, the Cyclo Convertible Note IV, the Cyclo Convertible Note V, the Cyclo Convertible Note VI, the Cyclo Convertible Note VII, the Cyclo Convertible Note VIII, the Cyclo Convertible Note IX, and the Cyclo Convertible Note X are collectively referred to as the “Cyclo Convertible Notes”.

Prior to the Merger with Cyclo, the Cyclo Convertible Notes were required to be accounted for at fair value pursuant to ASC 825, Financial Instruments (“ASC 825”), at their respective dates of issuance and in subsequent reporting periods, as the Company elected to account for its prior investment in Cyclo Common Stock under the fair value option. The Company had elected to present interest income from the Cyclo Convertible Notes, together with the changes in fair value of the Cyclo Convertible Notes in unrealized gain/loss on convertible notes due from Cyclo on the consolidated statements of operations and comprehensive loss.21

On March 25, 2025, Rafael consummated the Merger with Cyclo. As part of the Merger, the outstanding principal and accrued interest on the Cyclo Convertible Notes were forgiven and their fair values as of the Closing Date of the Merger, which equaled the outstanding principal and accrued interest through that date, is included in the purchase consideration of the Merger. See Note 3 for additional information regarding the Merger.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~NOTE~~Prior to the Merger with Cyclo, the Cyclo Convertible 6Notes -were ~~CORNERSTONE~~required ~~RESTRUCTURING~~to be accounted for at fair value pursuant to ASC 825, ~~CORNERSTONE~~Financial ~~ACQUISITION~~Instruments (“ASC 825”), ~~AND~~at RPtheir respective ~~FINANCE~~dates ~~CONSOLIDATION~~of issuance and in subsequent reporting periods, as the Company elected to account for its prior investment in Cyclo Common Stock under the fair value option. The Company had elected to present interest income from the Cyclo Convertible Notes, together with the changes in fair value of the Cyclo Convertible Notes in unrealized gain/loss on convertible notes due from Cyclo on the consolidated statements of operations and comprehensive loss.

~~Prior to~~On ~~the~~March ~~Cornerstone~~25, ~~Restructuring~~2025, Rafael ~~(directly~~consummated ~~via~~the ~~certain~~Merger with Cyclo. As part of ~~its~~the ~~subsidiaries~~Merger, the outstanding principal and ~~through~~accrued aninterest ~~equity~~on ~~method~~the ~~investment~~Cyclo inConvertible RPNotes ~~Finance)~~were forgiven and their ~~held~~fair ~~certain~~values ~~debt~~as ~~and~~of ~~equity~~the ~~investments~~Closing inDate ~~Cornerstone~~of the Merger, which ~~are~~equaled ~~described~~the outstanding principal and accrued interest through that date, is included in the purchase consideration of the Merger. See Note 73 for additional information regarding the Merger.

~~Restructuring of~~NOTE ~~Cornerstone~~6 – INTERCOMPANY LINE OF CREDIT

On March 13, 2024, Rafael, Cornerstone, and other holders of debt and equity securities of Cornerstone agreed to various transactions which effected a recapitalization and restructuring of the outstanding debt and equity interests in Cornerstone. In the Cornerstone Restructuring, Rafael obtained shares of common stock of Cornerstone (“Cornerstone Common Stock”) that gave the Company control over approximately 67% of the outstanding voting interests of Cornerstone (the “Cornerstone Acquisition”). For accounting purposes, Rafael was determined to be the acquirer, as the Company has been determined to be the primary beneficiary of Cornerstone, a VIE, in accordance with ASC 810. For Rafael, the Cornerstone Acquisition is the result of the Cornerstone Restructuring. As part of the Cornerstone Restructuring:

(i) All issued and outstanding shares of Cornerstone’s preferred stock and non-voting common stock converted into shares of Cornerstone Common Stock (the “Mandatory Common Conversion”) on a one-for-one basis, which shares of Cornerstone Common Stock were then subjected to the Reverse Stock Split (as defined below), including the conversion of Rafael's 60,673,087 shares of Cornerstone’s Series D Preferred Stock into 6,067,306 shares of post-Reverse Stock Split Cornerstone Common Stock;

(ii) Cornerstone offered shares of Cornerstone’s Common Stock to all holders of Cornerstone’s promissory notes convertible into Cornerstone Series C preferred stock (the “Series C Convertible Notes”) who were Accredited Investors with the purchase price to be paid through conversion of the outstanding principal amount and accrued interest on their Series C Convertible Notes held by each holder into Common Stock at the Cornerstone Restructuring Common Stock Price as described below (the “Series C Convertible Notes Exchange”). Approximately 94% of the outstanding Series C Convertible Notes participated in the Series C Convertible Notes Exchange, and $15.5 million of principal and accrued interest outstanding on the Series C Convertible Notes was converted into 15,739,661 shares of post-Reverse Stock Split Cornerstone Common Stock. Series C Convertible Notes with an aggregate principal and accrued interest amount of $0.9 million remaining outstanding, of which Series C Convertible Notes with an aggregate principal and accrued interest amount of $93 thousand were amended in the Cornerstone Restructuring to (A) extend the maturity date thereof to May 31, 2028 and (B) provide that, on conversion thereof, the converting holder will receive shares of Cornerstone Common Stock. The holders of these amended Series C Convertible Notes that remain outstanding waived such holders’ rights in connection with the Cornerstone Restructuring. Series C Convertible Notes with an aggregate principal and accrued interest amount of $0.8 million remained outstanding and were not amended in connection with the Cornerstone Restructuring. The principal and accrued interest are included in Convertible Notes on the consolidated balance sheets;

(iii) Rafael converted the approximately $30.6 million of the outstanding principal and accrued interest under the RFL Line of Credit (as defined in Note 6) into 30,080,747 shares of post-Reverse Stock Split Cornerstone Common Stock. The conversion of the RFL Line of Credit, inclusive of accrued interest, into equity in Cornerstone represents a recovery of a previously written-off asset, and the Company recorded the recovery in accordance with ASC 326, by recognizing a gain of $30.6 million, in conjunction with and immediately prior to the Cornerstone Restructuring equal to the fair value of the Cornerstone Common Stock, up to the amount of principal and accrued interest on the instrument, that was received in settlement of the RFL Line of Credit in connection with the Cornerstone Restructuring. Upon the consummation of the Cornerstone Acquisition, the investment was eliminated as Cornerstone became a majority-owned subsidiary of Rafael and the difference between the investment’s carrying value and its fair value included in purchase consideration, which is based on the value of Cornerstone’s Common Stock, resulted in a gain of $7.3 million that was recorded to the Company’s additional paid-in capital given the related party nature of the transaction;

(iv) Rafael converted the approximately $2.1 million of the outstanding principal and accrued interest pursuant to the 2023 Promissory Note (as defined in Note 6) into 2,116,932 shares of post-Reverse Stock Split Cornerstone Common Stock. Prior to the Cornerstone Restructuring, the Company recorded the 2023 Promissory Note at its fair value as the security was classified as available-for-sale. The 2023 Promissory Note is included in the consideration paid at its fair value (which was deemed to be the fair value of the Cornerstone Common Stock received) in the Cornerstone Acquisition in accordance with ASC 810-10-30-4. The Company recognized a gain of $0.6 million for the realization of previously unrealized gains on the fair value of the 2023 Promissory Note in other comprehensive loss;

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(v) Cornerstone and RP Finance amended the RPF Line of Credit (as defined in Note 7) to (i) extend the maturity date of the approximately $21.9 million in borrowings thereunder to May 31, 2028, (ii) limit the number of shares to be issued thereunder in respect of anti-dilution protection provided for therein in connection with the Cornerstone Restructuring and to provide RP Finance 3,658,368 shares of post-Reverse Stock Split Cornerstone Common Stock so that following the Cornerstone Restructuring, RP Finance holds six percent (6%) of the outstanding Common Stock of Cornerstone (the “RPF 6% Top Up Shares”), (iii) terminate any anti-dilution protection in respect of such ownership interest following consummation of the Cornerstone Restructuring, and (iv) terminate all future lending obligations of RP Finance under the RPF Line of Credit (as so amended, the “Amended RPF Line of Credit”);

(vi) Rafael invested an additional $1.5 million in cash in exchange for 1,546,391 shares of post-Reverse Stock Split Cornerstone Common Stock;

(vii) Cornerstone amended and restated its certificate of incorporation, to, among other things, effect a reverse split of all of Cornerstone’s capital stock on a one-for-ten basis (the “Reverse Stock Split”), set the number of authorized shares of Cornerstone Common Stock to be sufficient for issuance of the Common Stock in the Cornerstone Restructuring and eliminate the authorized preferred stock not required to be authorized as a result of the Mandatory Common Conversion;

(viii) Cornerstone amended prior agreements in place giving certain parties rights to designate members of the Board and those rights have been eliminated. All directors are elected by the Cornerstone stockholders and as the majority stockholder, Rafael can control that vote. The Company has entered into a voting agreement (the “Voting Agreement”) whereby Rafael has agreed to maintain three directors of Cornerstone that are independent of Rafael; and

(ix) Cornerstone increased the available reserve of Cornerstone Common Stock for grant to employees, consultants and other service providers to approximately 10% of Cornerstone’s fully diluted capital stock (the “Reserve Increase”).

Acquisition of Cornerstone

As a result of the Cornerstone Restructuring, Rafael became a 67% owner of the issued and outstanding Common Stock of Cornerstone, which became a consolidated subsidiary of Rafael. The Cornerstone Acquisition is accounted for as an acquisition of a VIE that is not a business in accordance with U.S. GAAP. The Company was determined to be the accounting acquirer for financial reporting purposes. The guidance requires an initial screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets. If that screen test is met, the acquired entity is not a business for financial reporting purposes. Accordingly, the Cornerstone Acquisition was accounted for as an asset acquisition as substantially all of the fair value of Cornerstone’s gross assets is concentrated within in-process research and development, an intangible asset.

Under ASC 810, the initial consolidation of a VIE shall not result in goodwill being recognized, and the acquirer shall recognize a gain or loss for the difference of (a) the sum of (i) the fair value of any consideration paid, (ii) the fair value of any noncontrolling interests, and (iii) the reported amount of any previously held interests, and (b) the net amount of the VIE’s identifiable assets and liabilities recognized and measured in accordance with ASC 805. In accordance with the calculation within ASC 810, no gain or loss was recognized on the Cornerstone Acquisition.

The net amount of the VIE’s identifiable assets and liabilities recognized with respect to the Cornerstone Acquisition is based upon management’s preliminary estimates of and assumptions related to the fair values of assets acquired and liabilities assumed, using currently available information. For this purpose, fair value shall be determined in accordance with the fair value concepts defined in ASC 820, Fair Value Measurements and Disclosures.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents, in accordance with ASC 810, the sum of (i) the fair value of consideration paid, (ii) the fair value of noncontrolling interests, and (iii) the reported amount of previously held interests (amounts in thousands):

Fair value of consideration paid
Fair value of RFL Line of Credit	$	37,845
Fair value of 2023 Promissory Note		2,663
Cash consideration		1,500
(i) Total fair value of consideration paid		42,008
(ii) Fair value of noncontrolling interests		27,501
(iii) Reported value of previously held interests(1)		—
Sum of (i), (ii), and (iii)	$	69,509

(1) Rafael’s interest in the Series D Preferred Stock of Cornerstone, that was converted into Cornerstone Common Stock in the Cornerstone Restructuring, represents a previously held interest in Cornerstone that is included at its reported amount, or $0.

The following table presents, in accordance with ASC 810, the net amount of the VIE’s identifiable assets and liabilities recognized and measured in accordance with ASC 805 (amounts in thousands):

Assets acquired and liabilities assumed
Cash and cash equivalents	$	2,756
Prepaid expenses and other current assets		121
Property and equipment		19
Other assets		48
Acquired IPR&D		89,861
Accounts payable		(2,006	)
Accrued expenses		(1,188	)
Series C Convertible Notes, short-term portion		(614	)
Due to related parties		(1,289	)
Other current liabilities		(28	)
Series C Convertible Notes, long-term portion		(70	)
Creditor payable, noncurrent		(2,745	)
Amended RPF Line of Credit		(15,336	)
Other liabilities		(20	)
Total	$	69,509

In accordance with the calculation within ASC 810, no gain or loss was recognized on the initial consolidation of Cornerstone. The Company incurred transaction costs of $716 thousand during the year ended July 31, 2024 for consulting, legal, accounting, and other professional fees that have been expensed as general and administrative expenses as part of the Cornerstone Restructuring, Cornerstone Acquisition, and RP Finance Consolidation.

The Company recognized a gain in the amount of $720 thousand during the quarter ended April 30, 2024 on the reversal of a reserve on a receivable due from Cornerstone, which was fully reserved for by the Company due to the Data Events. This receivable balance is then eliminated in consolidation against the corresponding payable balance acquired from Cornerstone recorded in Cornerstone's Due to related parties balance in the assets acquired and liabilities assumed in the Cornerstone Acquisition.

To value the IPR&D, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under the Income Approach. The method reflects the present value of the projected operating cash flows generated by Cornerstone’s assets after taking into account the cost to realize the revenue, and an appropriate discount rate to reflect the time value and risk associated with the invested capital. IPR&D acquired represents Cornerstone’s research and development activities related to oncology-focused pharmaceuticals which seeks to exploit the metabolic differences between normal cells and cancer cells.

IPR&D represents the R&D asset of Cornerstone which is in-process, but not yet completed, and which has no alternative use. As the Cornerstone Acquisition has been accounted for as an acquisition of a VIE that is not a business, it was determined that the fair value of the IPR&D asset acquired with no alternative future use should be charged to IPR&D expense at the acquisition date.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company assumed Cornerstone's liability to RP Finance under the Amended RPF Line of Credit at its fair value in the Cornerstone Acquisition and acquired RP Finance's receivable from Cornerstone under the Amended RPF Line of Credit at its fair value in the RP Finance Consolidation. These intercompany amounts are eliminated in consolidation. The Company will accrete the fair value of Cornerstone's liability and RP Finance's receivable under the Amended RPF Line of Credit to the amount due on May 31, 2028 as interest expense and interest income, respectively, in the consolidated statements of operations and comprehensive loss over the estimated term of the Amended RPF Line of Credit.

The creditors of Cornerstone do not have legal recourse to the Company's general credit.

Consolidation of RP Finance

RP Finance, an entity in which the Company owns a 37.5% equity interest (previously accounted for as an equity method investment of Rafael), and in which an entity associated with members of the family of Howard S. Jonas holds an additional 37.5% equity interest, holds debt and equity investments in Cornerstone (which is included in the Company’s 67% equity ownership interest in Cornerstone). In conjunction with the Cornerstone Acquisition, the Company reassessed its relationship with RP Finance and, as a result of the Cornerstone Restructuring and resulting Cornerstone Acquisition, determined that RP Finance is still a VIE and that the Company is now considered the primary beneficiary of RP Finance as the Company now holds the ability to control repayment of the RPF Line of Credit, which directly impacts RP Finance’s economic performance. Therefore, the Company has consolidated RP Finance as a result of the Cornerstone Acquisition (the “RP Finance Consolidation”). The RP Finance Consolidation is accounted for as an acquisition of a VIE that is not a business in accordance with U.S. GAAP as RP Finance does not meet the definition of a business under U.S. GAAP.

(i) Fair value of consideration paid	$	—
(ii) Fair value of noncontrolling interests		12,667
(iii) Reported value of previously held interests(1)		—
Sum of (i), (ii), and (iii)	$	12,667

(1) Rafael ownership of 37.5% of the equity interests in RP Finance, accounted for as an equity method investment prior to the RP Finance Consolidation, represents a previously held interest in Cornerstone that is included at its reported amount, or $0.

The following table presents, in accordance with ASC 810, the net amount of the VIE’s identifiable assets and liabilities recognized and measured in accordance with ASC 805 (amounts in thousands):

Assets acquired and liabilities assumed
Investments - Cornerstone common stock	$	4,931
Due from Cornerstone - Amended RPF Line of Credit		15,336
Total	$	20,267

In accordance with the calculation within ASC 810, a gain of $7.6 million was recognized as an adjustment to Rafael’s additional paid-in capital, due to the related parties involved, upon the RP Finance Consolidation. The acquired RP Finance investment in Cornerstone of $4.9 million, consisting of the fair value of RP Finance's 3,919,598 shares of post-Reverse Stock Split Cornerstone Common Stock, is eliminated in consolidation, as Cornerstone is a consolidated subsidiary of Rafael with a corresponding decrease of $1.8 million to Rafael's additional paid-in capital and corresponding decrease of $3.1 million to noncontrolling interests, equivalent to their respective proportionate ownership interest in RP Finance's shares of Cornerstone Common Stock.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Pro Forma Financial Information

The unaudited pro forma condensed combined financial information prepared to present first, the combination on a pro forma basis of the historical financial statements of Rafael and Cornerstone, after giving effect to the Cornerstone Restructuring, the Cornerstone Acquisition, and the RP Finance Consolidation and second, the historical financial statements of Cyclo, after giving effect to the Merger, as if each of the transactions had collectively occurred on August 1, 2023, has been presented in Note 3 of these consolidated financial statements.

IPR&D Sale

On February 5, 2025, Cornerstone entered into an Asset Purchase Agreement with Synhale Therapeutics, pursuant to which Cornerstone sold and assigned certain assets, rights, and obligations. The assets transferred include products, intellectual property, assigned agreements, acquired data, and regulatory filings, among others, which were previously charged to IPR&D expense. The total purchase price for these assets consists of an upfront payment of $100 thousand, with potential milestone payments. Cornerstone recognized a gain on sale of $100 thousand which is included in other income, net in the consolidated statements of operations and comprehensive loss.

NOTE 7 – INVESTMENT IN CORNERSTONE

Cornerstone is a clinical stage, cancer metabolism-based therapeutics company focused on the development and commercialization of therapies that seeks to exploit the metabolic differences between normal cells and cancer cells.

Prior to the Cornerstone Restructuring described in Note 6, Rafael (directly via certain of its subsidiaries, and through an equity method investment in RP Finance) held certain debt and equity investments in Cornerstone which included:

(a) 44.0 million shares of Series D Preferred Stock of Cornerstone held by Pharma Holdings LLC (“Pharma Holdings”), a 90% owned non-operating subsidiary of the Company, and 16.7 million shares of Series D Preferred Stock of Cornerstone held by CS Pharma Holdings LLC (“CS Pharma”), a non-operating subsidiary of the Company (the “Series D Preferred Stock”). Pharma Holdings owns 50% of CS Pharma. Accordingly, the Company holds an effective 45% indirect interest in the assets held by CS Pharma. The Company serves as the managing member of Pharma Holdings, and Pharma Holdings serves as the managing member of CS Pharma, with broad authority to make all key decisions regarding their respective holdings. Any distributions that are made to CS Pharma from Cornerstone that are in turn distributed by CS Pharma will need to be made pro rata to all members, which would entitle Pharma Holdings to 50% (based on current ownership) of such distributions. Similarly, if Pharma Holdings were to distribute proceeds it receives from CS Pharma, it would do so on a pro rata basis, entitling the Company to 90% (based on current ownership) of such distributions. Due to the Data Events, the Company previously recorded a full impairment of the value of the Series D Preferred Stock included in the Company’s cost method investment in Cornerstone;

(b) a loan of $25 million by the Company to Cornerstone under a Line of Credit Agreement (the “RFL Line of Credit”). Due to the Data Events, the Company previously recorded a full reserve on the $25 million in principal due to the Company, and on the accrued interest, from Cornerstone;

(c) a $2 million promissory note (the “2023 Promissory Note”) from Cornerstone, bearing interest at a rate of seven and one-half percent (7.5%) per annum, held by the Company. The 2023 Promissory Note was secured by a first priority security interest in all of Cornerstone’s right, title and interest in and to all of the tangible and intangible assets purchased by Cornerstone pursuant to the purchase agreement between Cornerstone and Calithera Biosciences, Inc. (“Calithera”), which was a clinical-stage, precision oncology biopharmaceutical company that was developing targeted therapies to redefine treatment for biomarker-specific patient populations, and all proceeds therefrom and all rights to the data related to CB-839 (the “Collateral”). The Company recorded the 2023 Promissory Note at fair value and the security was classified as available-for-sale prior to the Cornerstone Restructuring;

(d) a $720 thousand receivable balance due from Cornerstone, which was fully reserved for by the Company due to the Data Events; and

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(e) loans in the aggregate amount of $21.9 million by RP Finance to Cornerstone under a Line of Credit Agreement which provided for a revolving commitment of up to $50 million to fund clinical trials and other capital needs (the “RPF Line of Credit”, see Note 7). The Company owns 37.5% of the equity interests in RP Finance and was required to fund 37.5% of funding requests from Cornerstone under the RPF Line of Credit. RP Finance also holds 261,230 post-Reverse Stock Split shares of Cornerstone Common Stock (“RPF Historical Cornerstone Shares”), issued to RP Finance in connection with entering into the RPF Line of Credit representing 12% of the issued and outstanding shares of Cornerstone Common Stock prior to the Cornerstone Restructuring, with such ownership interest subject to anti-dilution protection as set forth in the RPF Line of Credit agreement. The Company accounted for its investment in RP Finance under the equity method.

Due to the Data Events on October 28, 2021, the Company recorded a full impairment for the assets recorded related to Rafael’s cost method investment in Cornerstone, the amounts due to Rafael under the RFL Line of Credit, and its investment in RP Finance.

A trust for the benefit of the children of Howard S. Jonas (Chairman of the Board, Chief Executive Officer, President and Executive Chairman and Member of the Board of Cornerstone) holds a financial instrument (the “Instrument”) that owns 10% of Pharma Holdings. The Instrument holds a contractual right to receive additional shares of Cornerstone capital stock equal to 10% of the fully diluted capital stock of Cornerstone (the “Bonus Shares”) upon the achievement of certain milestones, each of which the Company has determined not to be probable. The additional 10% is based on the fully diluted capital stock of Cornerstone, at the time of issuance. If any of the milestones are met, the Bonus Shares are to be issued without any additional payment.

Prior to the Cornerstone Restructuring described in Note 6, the Company indirectly owned 51% of the issued and outstanding equity in Cornerstone and had certain governance rights, with approximately 8% of the issued and outstanding equity owned by the Company’s subsidiary CS Pharma and 43% owned by the Company’s subsidiary Pharma Holdings.

Prior to the Cornerstone Restructuring, the Company had determined that Cornerstone was a VIE; however, the Company had determined that it was not the primary beneficiary as it did not have the power to direct the activities of Cornerstone that most significantly impact Cornerstone’s economic performance. In addition, the interests held in Cornerstone were Series D Convertible Preferred Stock and did not represent in-substance common stock.

On March 13, 2024, Cornerstone consummated a restructuring of its outstanding debt and equity interests. See Note 6 for additional information regarding the Cornerstone Restructuring transaction.

NOTE 8 – INVESTMENT IN RP FINANCE, LLC

On February 3, 2020, Cornerstone entered into a Line of Credit with RP Finance (“RPF Line of Credit”) which provided a revolving commitment of up to $50,000,000 to fund clinical trials and other capital needs. In connection with entering into the RPF Line of Credit, Cornerstone issued to RP Finance 261,230 shares (post-Reverse Stock Split) of Cornerstone Common Stock representing 12% of the issued and outstanding shares of Cornerstone Common Stock, with such interest subject to anti-dilution protection as set forth in the RPF Line of Credit.

The Company owns 37.5% of the equity interests in RP Finance, an entity associated with members of the family of Howard S. Jonas owns 37.5% of the equity interests in RP Finance, and the remaining 25% equity interests in RP Finance are owned by other stockholders of Cornerstone.

RP Finance had funded a cumulative total of $21.9 million to Cornerstone under the RPF Line of Credit, of which the Company had funded a cumulative total of $9.375 million in accordance with its 37.5% ownership interests in RP Finance. ~~Due~~During tofiscal ~~the~~year ~~Data Events~~2022, the amounts funded had been fully reserved.

~~Prior to~~On ~~the~~March ~~Cornerstone~~13, ~~Restructuring~~2024, Cornerstone and ~~resulting~~ RP Finance amended ~~Consolidation~~the ~~described~~RPF inLine ~~Note~~of 8,Credit agreement. to (i) extend the ~~Company~~maturity ~~had~~date ~~determined~~of ~~that~~the RPapproximately ~~Finance~~$21.9 million in borrowings thereunder ~~was~~to aMay ~~VIE;~~31, ~~however~~2028, (ii) limit the ~~Company~~number ~~had~~of ~~determined~~shares ~~that~~to itbe ~~was~~issued ~~not~~thereunder ~~the~~in ~~primary~~respect ~~beneficiary~~of asanti-dilution ~~the~~protection ~~Company~~provided ~~did~~for ~~not~~therein in ~~have~~connection with the ~~power~~Cornerstone toRestructuring ~~direct the~~and ~~activities~~to ofprovide RP Finance 3,658,368 shares of post-Reverse Stock Split Cornerstone Common Stock so that ~~most~~following ~~significantly~~the ~~impacted~~transaction, RP Finance’s ~~economic~~holds ~~performance~~six ~~and,~~percent ~~therefore,~~(6%) ~~was~~of ~~not~~the ~~required to~~outstanding ~~consolidate~~Common RPStock ~~Finance.~~of ~~Therefore,~~Cornerstone (the ~~Company~~“RPF 6% ~~used~~Top ~~the~~Up ~~equity~~Shares”), ~~method~~(iii) terminate any anti-dilution protection in respect of ~~accounting~~such toownership ~~record~~interest ~~its~~following ~~investment~~consummation inof the transaction, and (iv) terminate all future lending obligations of RP Finance under the RPF Line of Credit (as so amended, the “Amended RPF Line of Credit”).

~~On March~~The ~~13,~~Company ~~2024,~~assumed Cornerstone’s ~~consummated~~liability to RP Finance under the ~~Cornerstone~~Amended ~~Restructuring~~RPF Line of Credit at its ~~outstanding~~fair ~~debt~~value in the Cornerstone Acquisition and ~~equity~~acquired ~~interests.~~RP AsFinance’s ~~part~~receivable from Cornerstone under the Amended RPF Line of Credit at its fair value in the ~~Cornerstone~~RP Finance Consolidation. These intercompany amounts are ~~Restructuring,~~eliminated in consolidation. The Company will accrete the fair value of Cornerstone’s liability and RP Finance’s ~~amended~~receivable under the Amended RPF Line of Credit ~~agreement.~~to ~~See~~the ~~Note~~amount 6due ~~for~~on ~~additional~~May ~~information~~31, ~~regarding~~2028 as interest expense and interest income, respectively, in the ~~Cornerstone~~consolidated ~~Restructuring~~statements ~~transaction~~of operations and comprehensive loss over the estimated term of the Amended RPF Line of Credit.

30NOTE 7 - CONVERTIBLE NOTES PAYABLE

As of October 31, 2025, Cornerstone has $659 thousand in principal, and $256 thousand of accrued interest thereon, of Series C Convertible Notes outstanding (the “Series C Convertible Notes”). The Series C Convertible Notes accrue interest at a rate of 3.5% per annum and are due, together with accrued interest, one year (unless amended) from the date of issuance and automatically accelerate upon the sale of Cornerstone in its entirety or the sale or license of substantially all of Cornerstone’s assets or intellectual property. The Series C Convertible Notes (including all accrued and unpaid interest thereon) automatically convert into the same class of securities (including stock warrants) sold in the Cornerstone’s equity financing (i) where Cornerstone receives gross proceeds of at least $10,000,000 from Institutional Investors (a “Qualified Financing”), or (ii) from an underwritten initial public offering (“IPO”). The conversion price of the Series C Convertible Notes upon a Qualified Financing shall be the lesser of (i) 90% of the price per share (or unit) at which the securities in the Qualified Financing are sold, or (ii) $1.25 price per share (or unit) (whichever is less) at the holder’s selection of (i) or (ii), and 90% of the share price per share (or unit) at which securities in an IPO are first sold.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 - CONVERTIBLE NOTES PAYABLE

As of April 30, 2025, Cornerstone has $686 thousand in principal, and $254 thousand of accrued interest thereon, of Series C Convertible Notes outstanding (the “Series C Convertible Notes”). The Series C Convertible Notes accrue interest at a rate of 3.5% per annum and are due, together with accrued interest, one year (unless amended) from the date of issuance and automatically accelerate upon the sale of Cornerstone in its entirety or the sale or license of substantially all of Cornerstone’s assets or intellectual property. The Series C Convertible Notes (including all accrued and unpaid interest thereon) automatically convert into the same class of securities (including stock warrants) sold in a Cornerstone equity financing (i) where Cornerstone receives gross proceeds of at least $10,000,000 from Institutional Investors (a “Qualified Financing”), or (ii) from an underwritten initial public offering (“IPO”). The conversion price of the Series C Convertible Notes upon a Qualified Financing shall be the lesser of (i) 90% of the price per share (or unit) at which the securities in the Qualified Financing are sold, or (ii) $1.25 price per share (or unit) (whichever is less) at the holder’s selection of (i) or (ii), and 90% of the share price per share (or unit) at which securities in an IPO are first sold.

The outstanding Series C Convertible Notes are convertible, at the option of the holders, in certain equity financings consummated by Cornerstone or into equity securities and warrants to purchase equity securities of Cornerstone.

In the event of a liquidation event of Cornerstone prior to the repayment or conversion of the Series C Convertible Notes, the holders are entitled to receive either (a) an amount equal to the outstanding principal and interest due, or (b) the pro rata per share amount of the proceeds of such liquidation the holders would be entitled to had they exercised their conversion right.

Of the Series C Convertible Notes outstanding as of ~~April~~October 3031, 2025:

(a) Series C Convertible Notes with an aggregate principal amount of $~~614~~608 thousand ~~remain outstanding and~~ were not amended in connection with the Cornerstone Restructuring. The interest accrued on these Series C Convertible Notes as of ~~April 30~~October 31, 2025 is $~~229~~237 thousand and is recorded in accrued expenses on the consolidated balance sheet. In the Cornerstone Acquisition, Rafael recorded these Series C Convertible Notes as current liabilities at the value of their aggregate principal amount of $614 thousand, and $205 thousand of accrued interest thereon recorded in accrued expenses on the consolidated balance sheet as of the date of the Cornerstone Acquisition, as these values approximate their fair values. As of ~~April 30~~October 31, 2025, these Series C Convertible Notes are currently in default as they are beyond the maturity date; and

(b) Series C Convertible Notes with an aggregate principal amount of $7252 thousand were amended in the Cornerstone Restructuring to (i) extend the maturity date thereof to May 31, 2028 and (ii) provide that, on conversion thereof, the converting holder will receive shares of Cornerstone Common Stock. The holders of these amended Series C Convertible Notes that remain outstanding waived such holders’ rights in connection with the Cornerstone Restructuring. The interest accrued on these Series C Convertible Notes as of ~~April 30~~October 31, 2025 is $2519 thousand. In the Cornerstone Acquisition, Rafael recorded these Series C Convertible Notes as noncurrent liabilities at their fair value of $70 thousand, which considers the aggregate principal plus accrued interest. The Company will accrete the fair value of these Series C Convertible Notes to the value of the principal plus accrued interest thereon as of the date of the Cornerstone Acquisition as interest expense in the consolidated statements of operations and comprehensive loss over the estimated term of these amended Series C Convertible Notes.

During the three ~~and nine~~ months ended ~~April~~October 3031, 2025, the Company entered into settlement agreements with three holders of Series C Convertible Notes. Under these agreements, the Company settled ~~recorded~~a combined principal and interest balance of $626 thousand and $1810 thousand, respectively, offor ~~interest~~cash ~~expense~~payments totaling approximately in$2 ~~relation~~thousand. toThe ~~the~~Company ~~Cornerstone~~recognized ~~Series~~a Cgain ~~Convertible~~on ~~Notes~~settlement toof ~~interest~~convertible ~~expense~~notes of $34 thousand, which is included in other income, net on the consolidated statements of operations and comprehensive loss.

During the three ~~and nine~~ months ended ~~April~~October 3031, ~~2024~~2025, the Company recorded $46 thousand of interest expense in relation to the Cornerstone Series C Convertible Notes, to interest expense on the consolidated statements of operations and comprehensive loss.

During the three months ended October 31, 2024, the Company recorded $9 thousand of interest expense in relation to the Cornerstone Series C Convertible Notes, to interest expense on the consolidated statements of operations and comprehensive loss.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10 8 - ACCRUED EXPENSES

Accrued expenses consist of the following:

	April 30, 2025		July 31, 2024
	October 31, 2025		July 31, 2025
	(in thousands)
Accrued expenses, current
Accrued bonuses	$	615	$	654
Accrued severance expenses	$	1,022	$	1,179
Accrued professional fees		258		437
Accrued bonuses		948		814
Accrued payroll expenses		331		441
Accrued professional fees		549		407
Accrued interest		~~229~~237		~~213~~235
Other accrued expenses		433		53
Accrued clinical trial expense		896		571
Total accrued expenses, current		1,866		1,798
Other accrued expenses		208		98
Creditor payable, noncurrent		3,445		2,982
Total accrued expenses, current		3,860		3,304
Total accrued expenses	$	5,311	$	4,780
Creditor payable, noncurrent		3,751		3,602
Accrued severance, noncurrent		147		293
Total accrued expenses, noncurrent		3,898		3,895
Total accrued expenses	$	7,758	$	7,199

Creditor Payable

In the Cornerstone Acquisition, Rafael assumed a forbearance agreement, signed by Cornerstone on June 2, 2023, with a major creditor (the “Creditor”) of Cornerstone to which Cornerstone owed approximately $10.5 million arising from unpaid amounts in connection with work performed and costs incurred by the Creditor under previous work orders. The outstanding balance does not bear interest. As part of Cornerstone’s plan to seek new capitalization, it paid $2.0 million following the execution of a change order on July 21, 2023. Cornerstone also agreed to an additional payment of $2.0 million upon the issuance of an FDA authorization to market any product of Cornerstone (the “FDA Approval Payment”). In the event Cornerstone completes a capital transaction which results in an aggregate of $100 million in additional capital received after January 1, 2023, Cornerstone agrees to pay an additional $4.0 million to the Creditor within 15 days of such capital transaction (the “Capital Raise Payment”). In exchange for Cornerstone’s agreement to make timely payments of the above-mentioned sums due in the Agreement, and after the payment of the FDA Approval Payment and the Capital Raise Payment, the Creditor will waive approximately $2.5 million of outstanding debt representing all remaining amounts due to the Creditor.

Following the payment of the initial $2.0 million, and pursuant to the terms of the agreement, the Creditor agreed to forbear from exercising any of its rights, remedies or claims in respect to the outstanding balance. The forbearance shall not be deemed to have otherwise waived, released, or adversely affected any of the Creditor’s rights, remedies or claims in respect to the outstanding balance.

As part of the Cornerstone Acquisition, the creditor payable was recognized by the Company as an assumed liability and measured at its fair value of $2.7 million as of the date of the Cornerstone Acquisition. The Company will accrete the fair value of the creditor payable to the amount payable of $8.5 million owed to the Creditor as interest expense in the consolidated statements of operations and comprehensive loss over the estimated term of the forbearance agreement~~. The Company recorded $81 thousand of accretion in relation to the creditor~~ ~~payable~~through ~~recorded~~July ~~to interest expense in the consolidated statements of operations and comprehensive loss for both the three and nine months ended April 30~~31, ~~2024~~2033. The Company recorded $156 thousand ~~and $462 thousand~~ of accretion in relation to the creditor payable recorded to interest expense in the consolidated statements of operations and comprehensive loss for both the three ~~and nine~~ months ended ~~April~~October 3031, 2025, ~~respectively~~and 2024.

The carrying value of the creditor payable was $3.48 million and $3.06 million as of ~~April~~October 3031, 2025 and July 31, ~~2024~~2025, respectively, and is included in accrued expenses, noncurrent on the consolidated balance sheets.

3224

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 9 – CONVERTIBLE NOTES RECEIVABLE

On March 8, 2024, Day Three entered into a convertible note subscription agreement with a third-party company, Steady State LLC. Steady State LLC promises to pay Day Three $1.0 million, together with interest, on October 16, 2026. The convertible note accumulates simple interest at an annual rate equal to the lesser of: (i) the Bank of England base rate (updated on the first business day of each quarter) plus eight (8) percentage points, or (ii) 15% (computed on the basis of 365 days per year). Upon the closing and funding of a bona fide offering of equity securities by Steady State, LLC in an aggregate amount of at least $5.0 million, the convertible note will automatically convert into the number of membership interests equal to the outstanding principal plus accrued and unpaid interest divided by eighty percent (80%) of the price per membership unit in in the offering. If noa ~~such~~qualifying ~~financing~~bona ~~occurs~~fide byoffering ~~maturity,~~has ~~Day~~not ~~Three~~occurred ~~may elect to convert the note into equity based~~ on aor ~~pre-money~~before ~~valuation of $74,456,278. In~~ the ~~event~~maturity ~~of a business combination~~date, the ~~note~~principal ~~converts~~and ~~into~~unpaid ~~preferred~~accrued interest ~~equity~~of ~~or entitles~~ the ~~holder~~convertible tonote ~~the~~may ~~greater of~~be ~~the~~converted, ~~outstanding~~at ~~balance or~~ the ~~value~~option of ~~equity~~Day ~~that~~Three, ~~would~~into ~~have~~membership ~~been received upon conversion~~units. ~~The note is secured by a second-priority lien on certain assets and is subordinated to senior indebtedness under a separate loan agreement.~~

In March 2025, Day Three Labs Manufacturing received a convertible promissory note with a principal amount of $500~~,000~~ thousand from SoRSE Technology Corporation ("“SoRSE"”), a Delaware corporation, as part of the DTLM Sale Transactions~~, as defined in Note 13~~. The note bears interest at an annual rate of 4%, commencing on the 91st day following the issuance date. The ~~note~~outstanding ~~matures~~principal 18and ~~months~~accrued ~~from~~interest ~~the~~due ~~issuance~~under ~~date unless earlier converted. If SoRSE completes a qualified Series B financing within 90 days of issuance,~~ the note will automatically ~~converts~~convert into ~~Series~~shares ~~B-3~~of ~~preferred~~ common stock ~~at the lower~~ of ~~(i)~~SoRSE upon the ~~lowest~~occurrence ~~price~~of ~~paid~~a byqualified ~~any~~sale ~~investor~~or ~~in the~~ financing ortransaction, ~~(ii)~~as adefined ~~valuation~~in ~~cap~~the ~~of $14,200,000~~note. InIf the ~~event~~note ofhas anot ~~sale,~~been ~~the note~~fully ~~converts~~converted ~~into~~prior ~~common~~to ~~stock~~its atSeptember ~~the~~2026 ~~transaction~~maturity ~~valuation. If neither event occurs~~date, Day Three Labs Manufacturing may ~~elect to~~ convert ~~the note~~all ~~into~~or ~~the~~any ~~most~~portion ~~senior class~~ of ~~capital stock at~~ the ~~lesser~~outstanding ofprincipal and ~~(i)~~accrued ainterest ~~$14,200,000~~into ~~valuation or (ii)~~ the ~~lowest~~most ~~valuation~~senior ~~used~~class inor ~~any equity~~series ~~financing~~of ~~within~~capital ~~the~~stock ~~prior~~of ~~three years~~SoRSE. ~~The note is unsecured and subordinate to any future secured obligations.~~

The Company'’s convertible notes receivable are classified as available-for-sale and recorded at fair value (see Note 1510).

NOTE 12 10 – ~~INVESTMENT~~FAIR INVALUE ~~LIPOMEDIX PHARMACEUTICALS LTD.~~MEASUREMENTS

LipoMedix is a development-stage, privately held Israeli company focused on the development of an innovative, safe and effective cancer therapy based on liposome delivery.

In March 2021, the Company provided bridge financing in the principal amount of up to $400,000 to LipoMedix with a maturity date of September 1, 2021, and an interest rate of 8% per annum. As of September 1, 2021, LipoMedix was in default on the terms of the loan and as such, the interest rate has increased to 15% per annum.

On November 15, 2021, the Company entered into a share purchase agreement with LipoMedix to purchase up to 15,975,000 ordinary shares at $0.1878 per share for an aggregate purchase price of $3.0 million (the “LipoMedix SPA”). Additionally, LipoMedix issued the Company a warrant to purchase up to 15,975,000 ordinary shares at an exercise price of $0.1878 per share which expired on November 11, 2022.

As of the date of the LipoMedix SPA, there was an outstanding loan balance including principal of $400 thousand and accrued interest of $21.8 thousand owed by LipoMedix to the Company on a note made by LipoMedix in favor of the Company issued in March 2021. The amount due on the loan was netted against the approximately $3.0 million aggregate purchase price due to LipoMedix, resulting in a cash payment by the Company of approximately $2.6 million in exchange for the 15,975,000 shares purchased. As a result of the share purchase, the Company’s ownership of LipoMedix increased to approximately 84% with a noncontrolling interest of approximately 16%. The Company recorded approximately $8 thousand to adjust the carrying amount of the noncontrolling interest to reflect the Company’s increased ownership interest in LipoMedix’ net assets.

On February 9, 2023, the Company entered into a Share Purchase Agreement with LipoMedix to purchase 70,000,000 ordinary shares at $0.03 per share for an aggregate purchase price of $2.1 million (the “2023 LipoMedix SPA”). As a result of the share purchase, the Company’s ownership of LipoMedix increased to approximately 95% with a noncontrolling interest of approximately 5%. The Company recorded approximately $16 thousand to adjust the carrying amount of the noncontrolling interest to reflect the Company’s increased ownership interest in LipoMedix’ net assets.

NOTE 13 – INVESTMENT IN DAY THREE LABS INC.

Initial investment in Day Three

On April 7, 2023, the Company entered into a Common Stock Purchase Agreement (the “Day Three Purchase Agreement”) with Day Three. Day Three is a company which reimagines existing cannabis offerings with technology and innovation like Unlokt™ to bring to market better, cleaner, more precise and predictable products. Pursuant to the Day Three Purchase Agreement, the Company purchased 4,302 shares of common stock, post DTL Reverse Stock Split (as defined below), representing 38% of the outstanding shares of common stock of Day Three (33% on a fully diluted basis), for a purchase price of $3.0 million. The Company also received a warrant exercisable for 7,529 shares of common stock, post DTL Reverse Stock Split, which expires five years from the date of issuance or earlier based on the occurrence of certain events as defined in the Day Three Purchase Agreement (the “Day Three Warrant”).

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Prior to January 2024, the Company accounted for this investment as an equity method investment in accordance with the guidance in ASC 323, Investments – Equity Method and Joint Ventures. The Company determined that a 38% ownership interest in Day Three and its right to designate two members of the Board of Directors of Day Three (out of a current total of seven members) indicates that the Company is able to exercise significant influence.

The Company determined that Day Three is a VIE; however, the Company determined that, prior to January 2024, it was not the primary beneficiary as it did not have the power to direct the activities that most significantly impacted Day Three’s economic performance. The Company has therefore concluded it was not required to consolidate Day Three. The Company used the equity method of accounting to record its investment in Day Three.

Day Three’s fiscal year ends on December 31 and, as a result, the Company recognized its share of Day Three’s earnings/loss on a one-month lag. For the three and nine months ended April 30, 2024, the Company recognized approximately $0 and $422 thousand of equity in loss of Day Three, based on its proportionate share of Day Three’s results through January 2, 2024, the effective date of the Day Three Acquisition. The assets and operations of Day Three are not significant to the Company's assets or operations.

Acquisition of Day Three

In January 2024, the Company entered into a series of transactions with Day Three and certain shareholders to purchase an aggregate of 13,771 shares of common stock, post DTL Reverse Stock Split, of Day Three, acquiring a controlling interest of Day Three (the “Day Three Acquisition”). Day Three has options and warrants outstanding that, if and when exercised, could dilute the Company's ownership interest in Day Three. In connection with the Day Three Acquisition, the Day Three Warrant was terminated. The acquisition date was determined to be January 2, 2024, which is the date that Rafael obtained a controlling interest of the common stock of Day Three. The Day Three Acquisition is being accounted for as a business combination in accordance with ASC 805.

During the period of October 2023 through January 2024, the Company advanced $250 thousand to Day Three pursuant to a promissory note (the “Day Three Note I”), $150 thousand to Day Three pursuant to a promissory note (the “Day Three Note II”), $1.0 million to Day Three pursuant to a third promissory note (the “Day Three Note III”), and approximately $589 thousand to Day Three pursuant to a fourth promissory note (the “Day Three Note IV”) (collectively, the “Day Three Promissory Notes”). The Day Three Promissory Notes accrue interest at rates of between 5.01% and 5.19% per annum.

The aggregate consideration of the Day Three Acquisition was $3.1 million, which consisted of 1) cash consideration of $0.2 million, 2) accrued consideration of $0.2 million, 3) the exchange of principal and accrued interest amounts totaling to $2.0 million owed by Day Three to the Company pursuant to the Day Three Promissory Notes for common stock, and 4) the fair value of previously held interests in Day Three of $0.7 million.

The following table summarizes the purchase consideration transferred in the Day Three Acquisition as defined in ASC 805:

(in thousands)	Purchase Consideration
Cash consideration	$	200
Accrued consideration		200
Exchange of Day Three Promissory Notes for Common Stock		2,000
Fair value of previously held interests(1)		742
Total purchase consideration	$	3,142

(1) The Company remeasured its previously held equity interest in Day Three immediately before the Day Three Acquisition, previously accounted for under the equity method of accounting, to its fair value (determined using the implied enterprise value based on the purchase price multiplied by the ratio of the number of shares previously held to total shares, as of the acquisition date) and recognized a loss of $1.6 million recorded on the consolidated statements of operations and comprehensive loss as a loss on initial investment in Day Three upon acquisition during the quarter ended January 31, 2024.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the fair values of the assets acquired and liabilities assumed in the Day Three Acquisition as of the acquisition date:

(in thousands)	January 2, 2024
Cash and cash equivalents	$	1,499
Accounts receivable		63
Prepaid expenses and other current assets		77
Property and equipment		408
Goodwill		3,050
Identifiable intangible assets		2,180
Accounts payable		(386	)
Accrued expenses		(98	)
Installment note payable		(2,500	)
Total fair value of net assets acquired		4,293
Less: noncontrolling interest		(1,151	)
Net assets acquired attributable to Rafael	$	3,142

During the year ended July 31, 2024, the Company recognized an adjustment which changed the fair value of certain acquired liabilities and goodwill as a result of obtaining additional information about the estimated liabilities.

The noncontrolling interest was recognized at fair value, which was determined using the implied enterprise value based on the purchase price multiplied by the ratio of the number of shares owned by minority holders to total shares, as of the acquisition date.

Intangible assets acquired primarily include patents, technology licenses and non-compete agreements. The weighted average amortization period for the acquired intangible assets is approximately 14.7 years.

On January 23, 2024, Day Three entered into an asset purchase agreement for the sale of certain patents for $280 thousand.

Included in the acquired liabilities assumed in the Day Three Acquisition is a non-interest bearing installment note payable of $2.5 million (the "DTLM Note Payable"). The installment note was recognized by Day Three in relation to a 2021 asset purchase agreement for certain patents related to extraction technology which are used in Day Three Lab Manufacturing's Infusion Technology services. The assumed installment note payable had a balance of $800 thousand due January 2024 (which was paid in January 2024) and the remaining $1.7 million due in November 2024.

On March 20, 2024, Day Three amended and restated its certificate of incorporation to, among other things, effect a one-for-one-thousand reverse split of all of Day Three’s common stock (the “DTL Reverse Stock Split”).

On May 1, 2024, Rafael entered into a stock purchase agreement with Day Three to purchase 7,194 shares of common stock at a purchase price of $173.75 per share for an aggregate purchase price of $1.25 million, $1 million of which was funded through the relief of an existing intercompany receivable. As a result of the transaction, and as of April 30, 2025, Rafael has an 84% ownership interest in Day Three.

Due to reductions in certain operations including a layoff, the Company concluded that in accordance with ASC 350 and ASC 360, a triggering event occurred during November 2024, which required the Company to assess if goodwill or long-lived assets were impaired.

In accordance with ASC 360, the Company completed an analysis and determined that the expected undiscounted cash flows of the long-lived asset group exceeded its carrying amount, indicating that the long-lived assets were not impaired.

In accordance with ASC 350, the Company performed a quantitative goodwill impairment test, which indicated that the carrying amount of the reporting unit exceeded the estimated fair value of the reporting unit, indicating that the goodwill of the reporting unit was impaired. The Company recorded an impairment charge of $3.1 million related to goodwill during the nine months ended April 30, 2025. See Note 18 for more information.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In March 2025, Day Three Labs Manufacturing entered into a series of transactions (the “DTLM Sale Transactions”) with SoRSE and the holder of the DTLM Note Payable pursuant to which they sold certain assets in exchange for a $500,000 non-interest bearing convertible promissory note (see Note 11) and were relieved of the liability under the DTLM Note Payable in exchange for shares of Day Three Labs Manufacturing common stock. As a result of the DTLM Sale Transactions, which were contemplated and accounted for as a single transaction, the holder of the DTLM Note Payable owns 20% of the outstanding shares of Day Three Labs Manufacturing. Pursuant to the DTLM Sale Transactions, Day Three Labs Manufacturing also licensed specific applications of their Unlokt™ technology patents to SoRSE, effective through the patents' expiration. The Company recognized a gain of $30 thousand as a result of the DTLM Sale Transactions which is included in Other income, net on the consolidated statements of operations and comprehensive loss during the three and nine months ended April 30, 2025.

NOTE 14 – INVESTMENTS IN MARKETABLE SECURITIES

The Company has classified its investments in corporate bonds, U.S. agency bonds, and U.S. treasury bills as available-for-sale securities. These securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Investment transactions are recorded on their trade date. Gains and losses on marketable security transactions are reported on the specific-identification method. Interest income is accrued daily and adjusted for amortization of premiums and accretion of discounts on the corporate bonds, U.S. agency bonds, and U.S. treasury bills.

On November 19, 2024, the Company sold its investments in available-for-sale securities and cash equivalents for cash proceeds totaling $52.9 million. The sale resulted in a net loss of approximately $16 thousand, which is recognized in the consolidated financial statements during the nine months ended April 30, 2025. The transaction was executed to reallocate assets to better align with the Company's strategic goals.

The amortized cost, gross unrealized holding gains, gross unrealized holding losses, and fair value for available-for-sale securities as of July 31, 2024 are as follows:

July 31, 2024	Amortized cost		Gross unrealized gains		Gross unrealized (losses)			Fair value
	(in thousands)
Available-for-sale securities:
U.S. Treasury Bills	$	3,969	$	—	$	(2	)	$	3,967
U.S. Agency		4,079		—		(3	)		4,076
Corporate bonds		55,252		2		(32	)		55,222
Total available-for-sale securities	$	63,300	$	2	$	(37	)	$	63,265

During the three and nine months ended April 30, 2025, the Company reclassified $0 and $178 thousand of unrealized gains, respectively, out of accumulated other comprehensive income related to the sale of available-for-sale securities into realized gain (loss) on available-for-sale securities. During the three and nine months ended April 30, 2024, the Company reclassified approximately $945 thousand and $1.5 million, respectively, of unrealized gains out of accumulated other comprehensive loss related to the sale of available-for-sale securities into realized gain on available-for-sale securities.

Marketable securities in an unrealized loss position as of July 31, 2024 were not deemed impaired at acquisition. Effective August 1, 2023, the Company evaluates subsequent unrealized losses to determine whether the decline in fair value has resulted from credit losses or other factors. No such credit losses have been identified during the three and nine months ended April 30, 2025.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 15 – FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

●

Level 1 - quoted prices in active markets for identical assets or liabilities;

●

Level 2 - quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

●

Level 3 - unobservable inputs for the asset or liability, such as discounted cash flow models or valuations.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The Company’s assets required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of ~~April~~October 3031, 2025 and July 31, 2025 ~~2024~~ are as follows:

	April 30, 2025
	October 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:	(in thousands)
Convertible note receivable classified as available-for-sale	$	—	$	—	$	1,719	$	1,719
Convertible notes receivable classified as available-for-sale	$	—	$	—	$	1,858	$	1,858
Total	$	—	$	—	$	1,~~719~~858	$	1,~~719~~858

	July 31, 2024
	July 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:	(in thousands)
Available-for-sale securities - Corporate and U.S. Agency Bonds	$	—	$	59,298	$	—	$	59,298
Convertible notes receivable classified as available-for-sale		—		—		1,858		1,858
Available-for-sale securities - U.S. Treasury Bills		3,967		—		—		3,967
Total	$	—	$	—	$	1,858	$	1,858
Investment in Cyclo - Common Stock		10,746		—		—		10,746
Convertible notes receivable, due from Cyclo		—		—		5,191		5,191
Investment in Cyclo - Warrants		—		—		1,264		1,264
Hedge funds		—		—		2,547		2,547
Convertible note receivable classified as available-for-sale		—		—		1,146		1,146
Total	$	14,713	$	59,298	$	10,148	$	84,159

As of ~~April~~October 3031, 2025 and July 31, ~~2024~~ 2025, the Company did not have any liabilities measured at fair value on a recurring basis.

3725

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the changes in the fair value of the assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended April 30,						Nine Months Ended April 30,
	Three Months Ended October 31,
	2025			2024			~~2025~~			~~2024~~
	(in thousands)						~~(in thousands)~~
Balance, beginning of period	$	181,~~474~~858		$	610,~~794~~148		$	~~10,148~~		$	~~6,905~~
Withdrawal from Hedge Fund Investments		—			—(2,547	)		~~(2,547~~	)		~~(2,500~~	)
Unrealized gain on Hedge Fund		—			(3	)		—			(118	)
Unrealized loss on Cyclo Warrants		—			(391	)
Investment in Cyclo Warrants		—			—			—			1,338
Funding of Cyclo Convertible Notes		—			9,000
Unrealized loss on Cyclo Warrants		(750	)		(513	)		(1,264	)		650
Change in fair value of Cyclo Convertible Notes		—			(1,588	)
Funding of Cyclo Convertible Notes		4,500			—			19,500
Change in fair value of Convertible note receivable		—			15
Change in fair value of Cyclo Convertible Notes		383			—			(719	)		—
Balance, end of period	$	1,858		$	14,637
Conversion of Cyclo Convertible Note		—			—			(2,500	)		—
Forgiveness of Cyclo Convertible Notes in the Cyclo Merger		(21,472	)		—			(21,472	)		—
Unrealized gain on Convertible note receivable, related party		—			739			—			742
Realized gain on convertible note receivable, related party released from accumulated other comprehensive income		—			(663	)		—			(663	)
Conversion of convertible note receivable, related party		—			(2,000	)		—			(2,000	)
Unrealized gain on convertible note receivable		—			53			—			53
Issuance of new convertible notes receivable		500			1,000			500			1,000
Change in fair value of Convertible note receivable classified as available-for sale		84			—			73			—
Balance, end of period	$	1,719		$	5,407		$	1,719		$	5,407

Hedge funds classified as Level 3 include investments and securities which may not be based on readily observable data inputs. The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. The fair value of these assets is estimated based on information provided by the fund managers or the general partners. Therefore, these assets are classified as Level 3. During the nine months ended April 30, 2025, the Company requested a withdrawal of its remaining balance in Hedge Fund Investments and recognized a realized loss of $2 thousand upon the withdrawal's approval.

Available-for-sale securities classified as Level 3 include convertible notes receivable which may not be based on readily observable data inputs. The availability of observable inputs can vary and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. The fair value of these assets is estimated using a scenario-based analysis based on the probability-weighted present value of future investment returns, considering each of the possible outcomes available to us, including cash repayment, equity conversion, and collateral transfer scenarios. Estimating the fair value of the convertible notes receivable requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Therefore, these assets are classified as Level 3.

Fair Value of Other Financial Instruments

The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting these data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

The Company’s financial instruments include trade accounts receivable, trade accounts payable, and due from related parties. The recorded carrying amounts of accounts receivable, accounts payable and due to related parties approximate their fair value due to their short-term nature.

38NOTE 11 – ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	October 31, 2025			July 31, 2025
	(in thousands)
Accounts receivable - third party	$	522		$	777
Accounts receivable - related party		136			95
Less allowance for credit losses		(245	)		(245	)
Accounts receivable, net	$	413		$	627

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 16 12 – ~~ACCOUNTS~~PROPERTY ~~RECEIVABLE~~AND EQUIPMENT

Accounts receivable consisted of the following:

	April 30, 2025			July 31, 2024
	(in thousands)
Accounts receivable - third party	$	603		$	338
Accounts receivable - related party		56			333
Less allowance for credit losses		(245	)		(245	)
Accounts receivable, net	$	414		$	426

NOTE 17 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	April 30, 2025			July 31, 2024
	October 31, 2025			July 31, 2025
	(in thousands)
Building and improvements	$	2,505		$	2,505
Machinery and equipment		2221			~~552~~22
Other		8063			81
		2,607			3,138
		2,589			2,608
Less accumulated depreciation and amortization		(~~993~~1,027	)		(1,~~018~~012	)
Total	$	1,~~614~~562		$	21,~~120~~596

Other property and equipment consist of other equipment and miscellaneous computer hardware.

Depreciation ~~and~~ ~~amortization~~ expense ~~pertaining to property~~ and ~~equipment was approximately $30 thousand and $69 thousand for the three months ended April 30, 2025 and 2024, respectively. Depreciation expense and~~ amortization expense ~~pertaining~~ pertaining to property and equipment was approximately $~~129~~18 thousand and $~~136~~48 thousand for the ~~nine~~three months ended ~~April~~October 3031, 2025 and 2024, respectively.

NOTE 18 13 - GOODWILL AND INTANGIBLE ASSETS

Impairment

The Company ~~tests~~assesses goodwill ~~for~~and ~~impairment~~indefinite-lived intangible atassets, ~~the~~including ~~reporting~~IPR&D, ~~unit~~for ~~level~~impairment at least annually at May 31, or more frequently if aevents ~~change~~or changes in ~~circumstances~~the business orenvironment indicate the ~~occurrence~~carrying value may be impaired. The Company assesses the recoverability of long-lived assets, which include property and equipment and finite-lived intangible assets, whenever significant events ~~indicates~~or changes in circumstances indicate that ~~potential~~the carrying ~~impairment~~amount ~~exists~~of an asset group may not be recoverable.

During November 2024, the Company identified a triggering event that required an impairment test for its long-lived assets and goodwill balances within its Infusion Technology reporting unit in accordance with ASC 360 and ASC 350, respectively. The triggering event was identified due to reductions in certain operations including a layoff within the Company's Infusion Technology segment. The Company performed an interim impairment analysis of the Infusion Technology reporting unit as of November 30, 2024.Goodwill

~~Under ASC~~The ~~360,~~following ~~the~~is ~~Company performed~~ a ~~recoverability~~summary ~~test~~of ~~for~~goodwill ~~its~~by ~~long-lived~~reportable ~~assets.~~segment ~~The~~as ~~carrying amount~~ of ~~the long-lived assets was compared~~ toOctober 31, ~~the~~2025 ~~sum of the undiscounted cash flows expected to result from the use~~ and ~~eventual disposition of the assets. Based on this assessment~~July 31, ~~the~~ ~~Company determined that the carrying amount of its long-lived assets was recoverable, and no impairment was recognized.~~2025:

In accordance with ASC 350, the Company performed a quantitative goodwill impairment test that utilized a combination of an income and market approach to assess the fair value of the reporting unit as of November 30, 2024. The income approach utilized a discounted cash flow model, considering projected future cash flows (including timing and profitability), discount rate reflecting the risk inherent in future cash flows, and perpetual growth rate, while the guideline public company market approach used guideline public company revenue multiples from a selection of comparable public companies. The Company determined that the carrying amount of the reporting unit exceeded the estimated fair value of the reporting unit, indicating that the goodwill of the reporting unit was impaired. The Company recorded the impairment charge of $3.1 million within loss on impairment of goodwill in the condensed consolidated statement of operations. The loss on impairment of goodwill relates to the Company's Infusion Technology Segment.

	Healthcare		Real Estate		Infusion Technology		Consolidated
	(in thousands)
Balance as of July 31, 2025	$	19,939	$	—	$	—	$	19,939

Balance as of October 31, 2025	$	19,939	$	—	$	—	$	19,939

39IPR&D

The Company has acquired in-process research and development intangible assets pursuant to a business combination. These IPR&D assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts.

The following is a summary of in-process research and development as of October 31, 2025 and July 31, 2025:

	(in thousands)
Balance as of July 31, 2025	$	31,575

Balance as of October 31, 2025	$	31,575

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Goodwill

The following is a summary of goodwill by reportable segment as of and for the nine months ended April 30, 2025:

	Healthcare		Real Estate		Infusion Technology			Consolidated
	(in thousands)
Balance as of July 31, 2024	$	—	$	—	$	3,050		$	3,050
Impairment charge		—		—		(3,050	)	$	(3,050	)
Cyclo Merger		28,278		—		—		$	28,278
Balance as of April 30, 2025	$	28,278	$	—	$	—		$	28,278

Intangible assets

The following is a summary of intangible assets at ~~April~~October 3031, 2025:

	Weighted average remaining useful life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
		(in thousands)
Customer Relationships	8	$	1,040	$	(1378	)	$	~~1,027~~962
Total Intangible Assets		$	1,040	$	(1378	)	$	~~1,027~~962

The following is a summary of intangible assets at July 31, ~~2024~~ 2025:

	Weighted average remaining useful life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
		(in thousands)
Intellectual Property	15	$	1,885	$	(73	)	$	1,812
Customer Relationships	8	$	1,040	$	(46	)	$	994
Non-compete Agreements	2		50		(15	)		35
Total Intangible Assets		$	1,040	$	(46	)	$	994
Total Intangible Assets		$	1,935	$	(88	)	$	1,847

As part of the DTLM Sale Transactions in March 2025, Day Three Labs Manufacturing sold all non-compete agreements and licensed specific applications of their Unlokt™ technology patents to SoRSE, effective through the patents' expiration. See Note 13 for more information.

Amortization expense for the next five years and thereafter for intangible assets is estimated to be as follows for years ending:

Year Ending July 31,	(in thousands)
Remainder of 2025	$	33
2026	$	98
2026		130
2027		130
2028		130
2029		130
Thereafter		474
2030		130
Total	$	1,027
Thereafter		344
Total	$	962

40Amortization of intangible assets totaled $32 thousand and $38 thousand for the three months ended October 31, 2025 and 2024, respectively, and is included in depreciation and amortization expense within the consolidated statements of operations and comprehensive loss.

NOTE 14 – LOSS PER SHARE

Basic loss per share is computed by dividing net loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted loss per share includes potentially dilutive securities such as stock options, unvested restricted stock, warrants to purchase common stock, and other convertible instruments unless the result of inclusion would be anti-dilutive.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Amortization of intangible assets totaled $32 thousand and $51 thousand for the three months ended April 30, 2025 and 2024, respectively. Amortization of intangible assets totaled $109 thousand and $51 thousand for the nine months ended April 30, 2025 and 2024, respectively, and is included in depreciation and amortization expense within the consolidated statements of operations and comprehensive loss.

NOTE 19 – LOSS PER SHARE

Basic loss per share is computed by dividing net loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted loss per share includes potentially dilutive securities such as stock options, unvested restricted stock, warrants to purchase common stock, and other convertible instruments unless the result of inclusion would be anti-dilutive.

The following table summarizes the Company’s potentially dilutive securities which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive:

Three Months Ended April 30,

Nine Months Ended April 30,

Three Months Ended October 31,

2025

2024

~~2025~~

~~2024~~

Shares issuable upon exercise of stock options

1,~~033~~676,~~409~~670

638,409

~~1,033,409~~

~~638,409~~

Shares issuable upon vesting of restricted stock

~~578~~455,~~578~~875

~~686~~478,~~560~~553

~~578,578~~

~~686,560~~

Shares issuable upon exercise of warrants

1,~~087~~058,~~100~~119

—

~~1,087,100~~

—

2,699,087

1,324,969

2,699,087

1,324,969

3,190,664

1,116,962

The diluted loss per share computation equals basic loss per share for the three ~~and nine~~ months ended ~~April~~October 3031, 2025 and 2024, because the Company had a net loss in ~~all~~both such periods and the impact of the assumed vesting of restricted shares, exercise of stock options, and exercise of warrants would have been anti-dilutive.

The following table summarizes the basic and diluted loss per share calculations (in thousands, except for share and per share amounts):

	Three Months Ended April 30,						Nine Months Ended April 30,
	Three Months Ended October 31,
	2025			2024			~~2025~~			~~2024~~
Numerator:
Net loss	$	(49,~~051~~797	)	$	(629,~~293~~211	)	$	~~(18,589~~	)	$	~~(60,149~~	)
Net income (loss) attributable to noncontrolling interests		~~728~~19			(~~29,942~~205	)		~~(163~~	)		~~(30,207~~	)
Net loss attributable to Rafael Holdings, Inc.	$	(49,~~779~~816	)	$	(329,~~351~~006	)	$	~~(18,426~~	)	$	~~(29,942~~	)
Denominator:
Weighted average diluted shares		2551,~~238~~184,~~501~~407			2324,~~777~~062,~~493~~854			~~25,131,655~~			~~23,687,781~~
Loss per share attributable to common stockholders
Basic and diluted:	$	(0.19	)	$	(1.36	)	$	(0.73	)	$	(1.26	)
Basic and diluted	$	(0.19	)	$	(0.37	)

41NOTE 15 – RELATED PARTY TRANSACTIONS

IDT Corporation

IDT Corporation (“IDT”), a related party through common ownership and some common members of management, has historically maintained a due to/from balance that relates to cash advances for investments, loan repayments, charges for services provided to the Company by IDT and payroll costs for the Company’s personnel that were paid by IDT as the relevant persons were also providing services to IDT. IDT billed the Company approximately $88 thousand and $70 thousand for services during the three months ended October 31, 2025 and 2024, respectively, of which $88 thousand and $59 thousand is included in due to related parties as of October 31, 2025 and July 31, 2025, respectively.

IDT currently leases approximately 3,600 square feet of office space and parking space in our real estate asset. The Company invoiced IDT approximately $30 thousand and $27 thousand for the three months ended October 31, 2025 and 2024, respectively. As of October 31, 2025 and July 31, 2025, IDT owed the Company approximately $133 thousand and $93 thousand, respectively, for office rent and parking plus Israeli value added tax.

Related Party Rental Income

The Company leased space to related parties (including IDT Corporation – see above) which represented approximately 13% and 21% of the Company’s total revenue for the three months ended October 31, 2025 and 2024, respectively.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~NOTE 20~~Howard –S. ~~RELATED~~Jonas, ~~PARTY~~Chairman ~~TRANSACTIONS~~of the Board, Former Chief Executive Officer

~~IDT~~On May 6, 2025, the Company entered into a Standby ~~Corporation~~Purchase Agreement with Howard S. Jonas. The agreement was entered into in connection with a $25.0 million rights offering of Class B common stock undertaken by the Company at a subscription price of $1.28 per share (the “Rights Offering”). Eligible stockholders received non-transferable rights to purchase shares. The agreement also provided that within 10 days after the closing of the Rights Offering, Mr. Jonas would purchase, or cause other parties to purchase, from the Company in a private placement, any shares of Class B common stock included in the Rights Offering that were not subscribed for and purchased by other eligible stockholders for the same subscription price of $1.28.

~~IDT Corporation~~Following ~~(“IDT”),~~the aexpiration ~~related~~of ~~party~~the ~~through~~Rights ~~common~~Offering on ~~ownership~~June ~~and~~4, ~~some~~2025, ~~common~~certain ~~members~~related parties of ~~management,~~Howard ~~has~~S. ~~historically~~Jonas ~~maintained a~~purchased ~~due~~16,386,020 ~~to/from~~shares ~~balance~~of ~~that~~Class ~~relates~~B tocommon ~~cash~~stock ~~advances~~in ~~for~~a ~~investments,~~private ~~loan repayments, charges~~ placement for ~~services~~approximately ~~provided~~$21.0 tomillion, representing the ~~Company~~unsubscribed ~~by IDT~~portion ~~and~~of ~~payroll costs for~~ the ~~Company’s~~offering. ~~personnel~~No ~~that~~fees were paid byto ~~IDT~~Mr. asJonas ~~the~~for ~~relevant~~his ~~persons were also providing services to~~commitment ~~IDT.~~nor ~~IDT~~did ~~billed~~ the Company ~~approximately~~reimburse ~~$61~~Mr. ~~thousand~~Jonas ~~and $80 thousand~~ for ~~services~~any ~~during~~expenses ~~the three~~related ~~months~~thereto. ~~ended~~As ~~April~~of 30October 31, 2025 ~~and 2024~~, ~~respectively~~Mr. ~~IDT~~Jonas ~~billed~~has ~~the~~voting ~~Company~~power ~~approximately~~over ~~$221~~787,163 ~~thousand~~shares ~~and~~of ~~$227~~Class ~~thousand~~A ~~for~~common ~~services~~stock ~~during~~(which ~~the~~are ~~nine~~convertible ~~months~~into ~~ended~~shares ~~April~~of ~~30,~~Class ~~2025~~B common stock on a 1-for-1 basis) and ~~2024~~14,050,076 shares ~~respectively.~~of ~~The~~Class ~~Company~~B ~~had~~common ~~balances due~~stock, toapproximately ~~IDT~~28% of ~~$61~~the ~~and~~Company’s ~~$296~~Class ~~thousand,~~B atCommon ~~April 30~~Stock, ~~2025~~representing ~~and~~approximately ~~July 31,~~51% ~~2024,~~of ~~respectively,~~the combined ~~included~~voting inpower ~~due~~of tothe ~~related~~Company’s ~~parties~~outstanding capital stock.

~~IDT currently~~NINA ~~leases~~Medical ~~approximately 3,600 square feet of office space and parking space in our real estate asset~~Ltd. The Company invoiced IDT approximately $28 thousand and $27 thousand for the three months ended April 30, 2025 and 2024, respectively. The Company invoiced IDT approximately $84 thousand and $81 thousand for the nine months ended April 30, 2025 and 2024, respectively. As of April 30, 2025 and July 31, 2024, IDT owed the Company approximately $55 thousand and $332 thousand, respectively, for office rent and parking plus Israeli value added tax.

~~Related~~On September 21, 2025, the Company entered into ~~Party~~the ~~Rental~~Second ~~Income~~Series Seed Preferred Share Purchase Agreement with NINA Medical Ltd. (“NINA”), pursuant to which the Company invested $500,000 in exchange for 86,983 Series Seed Preferred Shares, representing 6.3% of NINA’s outstanding shares. In connection with the investment, the Company also received a warrant to purchase an additional 173,965 Seed Preferred Shares at an exercise price per share equal to $5.75, with a term of five years from the date of issuance.

The ~~Company~~ ~~leased~~Seed ~~space~~Preferred toShares ~~related~~are ~~parties~~convertible ~~(including~~at the ~~IDT~~holder’s ~~Corporation~~option –into ~~see~~ordinary ~~above)~~shares ~~which~~without ~~represented~~additional ~~approximately~~consideration 8% and 8%will automatically convert into ordinary shares upon ofa qualified IPO or upon the ~~Company's~~affirmative ~~total~~vote ~~revenue~~or ~~for~~written consent of the ~~three~~majority ~~months~~of ~~ended~~the ~~April~~holders ~~30,~~of ~~2025~~preferred ~~and~~shares. ~~2024,~~Howard ~~respectively,~~S. ~~and~~Jonas ~~approximately~~holds an ~~15%~~indirect investment in NINA. For so long as these combined investments (that of the Company and 17Howard S. Jonas) represent more than 10% of the ~~Company~~ NINA’s ~~total~~issued ~~revenue~~share ~~for~~capital, the ~~nine~~investors ~~months~~are ~~ended~~collectively ~~April~~entitled ~~30,~~to ~~2025~~designate ~~and~~one ~~2024~~director, ~~respectively~~who can serve as Chairman of the Board of Directors of NINA (the “Seed Director”). Howard S. Jonas is currently serving as the Seed Director.

~~Howard S.~~NOTE ~~Jonas,~~16 ~~Chairman~~– ofINCOME ~~the Board, Chief Executive Officer, President and Executive Chairman~~TAXES

~~On July~~During ~~31, 2023, eight trusts, each for~~ the ~~benefit~~three ofmonths aended ~~child~~October ~~of Howard S. Jonas~~31, ~~the Company’s Executive Chairman, Chief Executive~~2025 ~~Officer, President~~ and ~~Chairman~~2024, of the ~~Board,~~Company ~~with~~recognized ~~independent~~a ~~trustees,~~provision ~~transferred~~for anincome ~~aggregate~~taxes of ~~787,163~~$10 ~~shares~~thousand ~~of Class A common stock of the Company (representing all of the issued~~ and ~~outstanding~~$12 ~~shares~~thousand ofon ~~the~~losses ~~Class~~before Aincome ~~common~~tax ~~stock~~ of ~~the Company, and 51~~$9.3%8 ofmillion ~~the aggregate voting power of all issued~~ and ~~outstanding shares of capital stock of the Company) to a limited partnership~~$9.2 ~~Howard~~million, Srespectively. ~~Jonas~~ isThe ~~the~~change ~~sole~~in ~~manager~~income oftax ~~the~~expense ~~sole~~in ~~general~~relation ~~partner~~to of the ~~limited~~loss ~~partnership~~before ~~and,~~income ~~therefore,~~tax ~~has~~was ~~sole~~primarily ~~voting~~due ~~and~~to ~~dispositive power~~differences ~~over~~in the ~~shares~~amount of ~~Class~~taxable Aloss ~~common~~in ~~stock held by~~ the ~~limited~~various ~~partnership.~~taxing ~~Following~~jurisdictions ~~the transfer, Mr. Jonas is the controlling stockholder of the Company~~ and the ~~Company~~associated isvaluation ~~a controlled company as defined in Section 303A of the New York Stock Exchange Listed Company Manual~~allowances.

~~During the~~NOTE ~~three~~17 ~~and~~– ~~nine~~BUSINESS ~~months~~SEGMENT ended April 30, 2025, the Company paid Sam Beyda, who served as the Chief Executive Officer and a Director of Day Three and who is Howard S. Jonas’ son-in-law, wages of $42 thousand, and wages of $115 thousand plus a bonus of $21 thousand, respectively.INFORMATION

~~NOTE~~The Company conducts business as three operating 21segments, –Healthcare, ~~INCOME~~Infusion ~~TAXES~~Technology and Real Estate. The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s Chief Financial Officer who is the chief operating decision-maker (“CODM”).

~~During~~ The accounting policies of the ~~three~~segments ~~months~~are ~~ended~~the same ~~April~~as ~~30,~~the ~~2025~~accounting ~~and~~policies ~~2024,~~of the Company ~~recognized~~as a ~~benefit~~whole. ~~from~~The ~~income~~Company ~~taxes~~evaluates ofthe ~~$2.4~~performance ~~million~~of ~~and~~its ~~$2.6~~Healthcare ~~million~~segment onbased primarily on results of clinical trials and loss ~~before~~from ~~income~~operations, ~~tax~~and ofthe ~~$6.5~~Infusion ~~million~~Technology and ~~$64.9~~Real ~~million,~~Estate ~~respectively.~~segments ~~The~~based ~~change~~primarily inon revenues and income ~~tax~~(loss) ~~benefit~~from inoperations. ~~relation~~The CODM uses these measures to allocate the ~~loss~~Company’s ~~before~~resources. The CODM does not review any ~~income~~measure ~~tax~~of ~~was~~significant ~~primarily~~segment ~~due~~expenses towhich ~~differences~~differ infrom the ~~amount~~level of ~~taxable~~reporting ~~loss~~reflected in the ~~various~~tables ~~taxing~~below. ~~jurisdictions~~Currently, ~~and~~ the ~~associated~~CODM ~~valuation~~does ~~allowances~~not review assets in evaluating the results of the operating segments, and therefore, such information is not presented.

~~During the nine months ended April~~ 30, 2025 and 2024, the Company recorded a benefit from income taxes of $2.4 million and $2.6 million on loss before income tax of $21.0 million and $62.3 million, respectively. The change in income tax benefit in relation to the loss before income taxes was primarily due to differences in the amount of taxable loss in the various taxing jurisdictions and the associated valuation allowances. As of April 30, 2025 and 2024, the Company had a full valuation allowance on the total net deferred tax asset balance.

In accordance with the State of New Jersey’s Technology Business Tax Certificate Transfer Program, which allowed certain high technology and biotechnology companies to sell unused net operating loss carryforwards ("NOLs") to other New Jersey-based corporate taxpayers, the Company received approximately $2.4 million for the sale of the Company's prior period NOLs totaling $28.6 million which was recorded in the benefit from income taxes in the consolidated statements of operations and comprehensive loss for the three and nine months ended April 30, 2025. The Company received approximately $2.6 million for the sale of the Company's prior period NOLs totaling $31.6 million in the third quarter of fiscal 2024 which was recorded in the benefit from income taxes in the consolidated statements of operations and comprehensive loss for the three and nine months ended April 30, 2024.

The Company completed the acquisition of Cyclo in March 2025 and the Company has not conducted a Section 382 analysis with respect to this acquisition or on the Company itself. Consequently, the impact of ownership changes on the utilization of tax attributes remains uncertain.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~NOTE~~The Healthcare segment is comprised of a majority 22equity –interest ~~BUSINESS~~in ~~SEGMENT~~LipoMedix, ~~INFORMATION~~Barer, Cornerstone, Cyclo, and Rafael Medical Devices. Following the Cyclo Merger, the Healthcare segment generated $154 thousand of product revenue during the three months ended October 31, 2025.

The ~~Company~~ ~~conducts~~Real ~~business~~Estate assegment ~~three~~consists ~~operating~~of ~~segments,~~the ~~Healthcare, Infusion Technology and Real Estate. The~~ Company’s ~~reportable~~ ~~segments~~real ~~are~~estate ~~distinguished by types of service~~holdings, ~~customers~~which ~~and~~are ~~methods~~currently ~~used~~comprised toof ~~provide~~a ~~their~~portion ~~services. The operating results~~ of ~~these business~~one ~~segments~~commercial ~~are~~building ~~regularly~~in ~~reviewed by the Company’s Chief Executive Officer who is the chief operating decision-maker~~Israel.

The ~~accounting~~ ~~policies~~Infusion ofTechnology ~~the~~segment ~~segments~~is ~~are~~comprised of ~~the~~a ~~same~~majority asequity ~~the~~interest ~~accounting~~in ~~policies~~Day ~~of the Company as a whole~~Three. ~~The~~Revenues ~~Company~~associated ~~evaluates~~with the ~~performance of~~Infusion ~~its~~Technology ~~Healthcare~~ segment ~~based~~include ~~primarily on research and development efforts and results of clinical trials and the~~ Infusion Technology revenue ~~and~~derived ~~Real~~from ~~Estate~~Day ~~segments~~Three’s ~~based~~UnloktTM ~~primarily on results of operations~~technology.

The Healthcare segment is comprised of a majority equity interest in LipoMedix, Barer, Cornerstone, Cyclo, and Rafael Medical Devices. Following the Cyclo Merger, the Healthcare segment has generated $243 thousand of product revenue during the three months ended April 30, 2025.

The Real Estate segment consists of the Company’s real estate holdings, which are currently comprised of a portion of a commercial building in Israel.

The Infusion Technology segment is comprised of a majority equity interest in Day Three. Revenues associated with the Infusion Technology segment include Infusion Technology revenue derived from Day Three's Unlokt technology.

Operating results for the business segments of the Company are as follows:

(in thousands)	Healthcare			Infusion Technology			Real Estate			Total
Three Months Ended April 30, 2025
Three Months Ended October 31, 2025
Revenues	$	243		$	42		$	77		$	362
Product revenue	$	154		$	—		$	—		$	154
Loss (income) from operations		(5,884	)		(60	)		31			(5,913	)
Rental – Third Party		—			—			56			56
Three Months Ended April 30, 2024
Rental – Related Party		—			—			30			30
Revenues	$	—		$	262		$	74		$	336
COSTS AND EXPENSES
Loss from operations		(92,782	)		(362	)		(17	)		(93,161	)
Cost of product revenue		(9	)		—			—			(9	)
General and administrative		(2,752	)		(29	)		(57	)		(2,838	)
Research and development		(7,484	)		—			—			(7,484	)
Depreciation and amortization		(33	)		—			(17	)		(50	)
Income (loss) from operations	$	(10,124	)	$	(29	)	$	12		$	(10,141	)

(in thousands)	Healthcare			Infusion Technology			Real Estate			Total
Nine Months Ended April 30, 2025
Three Months Ended October 31, 2024
Revenues	$	243		$	93		$	231		$	567
Infusion technology revenue	$	—		$	51		$	—		$	51
Loss from operations		(12,596	)		(3,787	)		(13	)		(16,396	)
Rental – Third Party		—			—			50			50
Nine Months Ended April 30, 2024
Rental – Related Party		—			—			27			27
Revenues	$	—		$	262		$	210		$	472
COSTS AND EXPENSES
Loss (income) from operations		(98,476	)		(362	)		56			(98,782	)
Cost of Infusion Technology revenue		—			(37	)		—			(37	)
General and administrative		(2,290	)		(112	)		(121	)		(2,523	)
Research and development		(1,161	)		(165	)		—			(1,326	)
Depreciation and amortization		(71	)		—			(15	)		(86	)
Income (loss) from operations	$	(3,522	)	$	(263	)	$	(59	)	$	(3,844	)

~~Total assets by segment are not provided to or reviewed by the CODM.~~31

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A reconciliation between loss from operations by reportable segment to consolidated net loss before income taxes for the three months ended October 31, 2025 and 2024, is as follows:

(in thousands)	October 31, 2025			October 31, 2024
(Loss) income from operations by segment
Healthcare	$	(10,124	)	$	(3,522	)
Infusion Technology		(29	)		(263	)
Real Estate		12			(59	)
Total		(10,141	)		(3,844	)

Reconciliation to loss before income taxes:
Interest income		399			568
Realized gain on available-for-sale securities		—			194
Unrealized loss on investment - Cyclo		—			(4,365	)
Unrealized loss on convertible notes receivable, due from Cyclo		—			(1,588	)
Interest expense		(160	)		(162	)
Other income (loss), net		115			(2	)
Loss before income taxes	$	(9,787	)	$	(9,199	)

Geographic Information

Healthcare Segment

Revenue from the Healthcare segment was generated primarily ~~entirely~~ from customers located in the United States. During the three months ended October 31, 2025, product revenue from the Healthcare Segment generated from customers outside of the United States was nominal.

Infusion Technology Segment

Revenue from the Infusion Technology segment iswas ~~entirely~~generated entirely from customers located in the United States.

Real Estate Segment

Revenue from the Real Estate segment was generated entirely from tenants located in Israel.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets

Net property, plant, and equipment and total assets summarized by geographic area are as follows:

(in thousands)

United States

Israel

Total

April 30, 2025

October 31, 2025

Property, plant and equipment, net

~~1,333~~305

~~281~~1,257

1,~~614~~562

Total assets

~~105~~103,~~972~~093

2,~~124~~282

~~108~~105,~~096~~375

July 31, 2024

July 31, 2025

Property, plant and equipment, net

~~783~~321

1,~~337~~275

21,~~120~~596

Total assets

93111,~~434~~954

32,~~398~~155

96114,~~832~~109

NOTE 23 18 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company may from time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

License Agreements

Cornerstone is a party to two license agreements in connection with certain technology being used for products under development and is required to make certain annual maintenance payments. In addition, royalty payments, calculated on a low single digit percentage of net sales, as defined in the respective agreements, will be required upon the commercialization of licensed technology. Sublicensing fees are calculated and due based upon a percentage of gross sublicense fees. Cornerstone expenses license obligation payments to research and development on the consolidated statements of operations and comprehensive loss.

One worldwide license agreement requires Cornerstone to reimburse the other party for costs associated with filing and defending various patents worldwide. Payment obligations under this license agreement remain in effect until the last underlying patents granted under the license agreement expire in their respective countries. The last patent expired in 2019. License maintenance fees are currently $20,000 per year and continue for the term of the agreement, which expires in 2026. The license maintenance fees are replaced by minimum royalties of $10,000 during the first year following governmental approval to market products and escalates to $1,000,000 during the term of the agreement. Cornerstone is also responsible to pay fees on any sub-licensing of the licensed patents. Cornerstone may credit each annual license maintenance fee in full against all royalties and sublicensing fees due during the same calendar year. Cornerstone may terminate the license agreement upon 90 days’ notice. Either party may terminate the license agreement if the other party commits any material breach of any covenant or promise and does not cure such breach within 30 days of the receipt of written notice of such material breach. In May 2017, Cornerstone renegotiated the agreement referred to as the “second license” In exchange for a waiver of certain product development milestones, Cornerstone modified the agreement to pay a low single digit percentage royalty for a duration of five years on Net Sales of product sold after the expiration of the licensed patent and potentially up to eight years. As of ~~April~~October 3031, 2025, there are no products being marketed which are covered by the patents under the license agreement.

The remaining minimum payments required under the license agreement, assuming the agreement is not terminated by Cornerstone, excluding any escalation for receiving government marketing approval subsequent to July 31, 2018, are $20,000 per year. The agreement may continue until January 1, 2029 (if not earlier terminated).

Cornerstone’s second license continues until the termination of the later of the last to expire patent or royalty obligation under the agreement on a country-by-country basis (currently, or as otherwise provided in the license agreement). Fifty percent of the maintenance fee payments, up to $1.1 million, may be credited against the potential future royalty payments, calculated on a single digit percentage of net sales, as defined, that Cornerstone would have to make to the license holder should royalties be paid. The agreement may be terminated on 15 days’ written notice after default by the other party if said default is not cured within 30 days of receipt of notice by the defaulting party. In addition, Cornerstone may terminate the agreement on 15 days’ written notice to the license holder. Royalties are due based on Gross Sales, as defined, for products sold relating to patented and unpatented technology, and shall terminate on the 15th anniversary of the first commercial sale of the product in the corresponding country or territory. Sublicense payments are due in connection with any sublicense fees received relating to patented and non-patented products related to the patented technology and proprietary know-how, as provided in the agreement. As of ~~April~~October 3031, 2025, there were no products being marketed which are covered by the patents under the license agreement. There were no additional annual license maintenance fees required beyond 2010.

44As part of a royalty agreement, Cornerstone is obligated to pay royalties, based upon percentage (low single digit) of net sales, to Altira Capital and Consulting LLC (“Altira”), a consolidated subsidiary of the Company. The royalty obligations remain in effect, on a country-by-country basis, until the last to expire patent claims associated with such products and services expire or are no longer in force. No payments have been made in connection with a royalty pool. As of October 31, 2025, the last to expire patent claim is to remain in force until fiscal year 2034.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~As part~~Release of a royalty agreement, Cornerstone is obligated to pay royalties, based upon percentage (low single digit) of net sales, to Altira Capital and Consulting LLC (“Altira”), a consolidated subsidiary of the Company. The royalty obligations remain in effect, on a country-by-country basis, until the last to expire patent claims associated with such products and services expire or are no longer in force. No payments have been made in connection with a royalty pool. As of April 30, 2025, the last to expire patent claim is to remain in force until fiscal 2034.Agreements

~~NOTE~~On August 4, 2025, John Goldberg resigned as 24the –Chief ~~EQUITY~~Medical Officer of the Company effective July 31, 2025. In connection with Dr. Goldberg’s departure, the Company entered into a general release agreement pursuant to which Dr. Goldberg will receive severance in the amount of $218,195 and, in lieu of any entitlement for a performance bonus for the Company’s fiscal year 2025, the Company issued to Dr. Goldberg 99,429 shares of the Company’s Class B common stock which vested on November 10, 2025. On August 12, 2025, in connection with the separation, Dr. Goldberg also entered into a consulting agreement with the Company providing for annual fees of $100,000 and the accelerated vesting on November 10, 2025, of all stock options and restricted stock in the Company previously granted to Dr. Goldberg. During the three months ended July 31, 2025, the Company recognized $218,195 of severance expense to be paid subsequent to year end and approximately $96,000 of expense related to the shares to be issued related to the general release agreement with Dr. Goldberg which was included in research and development expense. During the three months ended October 31, 2025, the Company recognized $250,700 of expense related to the accelerated vesting of outstanding stock options and restricted stock in the Company which is included in research and development expense in the consolidated statements of operations and comprehensive loss.

~~Share~~On July 31, 2025, N. Scott Fine resigned as the ~~Repurchase~~Chief ~~Program~~Executive Officer of Cyclo Therapeutics. In connection with Fine’s departure, the Company entered into a general release agreement pursuant to which Fine will receive severance in the amount of $852,168, which will be paid to Fine semi-monthly in thirty-six (36) equal installments of $23,671.34 (less applicable taxes and withholdings). Effective August 1, 2025, Fine was named Vice-Chairman of the Board of Directors of the Company. Fine’s outstanding and unvested equity awards shall continue to vest, in accordance with the terms of the 2021 Equity Incentive Plan and Cyclo Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan through the last day of Employee’s service as Vice-Chairman of the Company. The Company recognized $852,168 of severance expense during the three months ended July 31, 2025 related to the general release agreement with Fine which was included in general and administrative expense.

~~Effective April~~NOTE ~~14,~~19 ~~2023,~~– the Company’s Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”) authorizing the repurchase of up to $5 million of the Company’s Class B common stock. Under the 2023 Share Repurchase Program, the Company was authorized to purchase, at purchase prices up to $1.75 per share, shares of its Class B common stock from time to time until June 16, 2023 (the “Plan Termination Date”). In July 2023, the 2023 Share Repurchase Program was amended to extend the Plan Termination Date to July 1, 2024. On December 22, 2023, the Company suspended the share repurchase program through the Plan Termination Date.EQUITY

As of April 30, 2025, the Company has repurchased 101,487 of its Class B common stock for a total cost of $168 thousand under the 2023 Share Repurchase Program.

Class A Common Stock and Class B Common Stock

The rights of holders of Class A common stock and Class B common stock are identical except for certain voting and conversion rights and restrictions on transferability. The holders of Class A common stock and Class B common stock receive identical dividends per share when and if declared by the Company’s Board of Directors. In addition, the holders of Class A common stock and Class B common stock have identical and equal priority rights per share in liquidation. The Class A common stock and Class B common stock do not have any other contractual participation rights. The holders of Class A common stock are entitled to three votes per share and the holders of Class B common stock are entitled to one-tenth of a vote per share. Each share of Class A common stock may be converted into one share of Class B common stock, at any time, at the option of the holder. Shares of Class A common stock are subject to certain limitations on transferability that do not apply to shares of Class B common stock.

~~On May~~Equity ~~27,~~Incentive 2021, the Company filed a Registration Statement on Form S-3, whereby the Company may sell up to $250 million of Class B common stock. This Registration Statement was declared effective on June 7, 2021.Plans

In March 2018, the Company established its 2018 Equity Incentive Plan. On January 19, 2022, the Company’s stockholders approved the Company’s 2021 Equity Incentive Plan ~~June~~(the 1“2021 Plan”). The 2018 Equity Incentive Plan was suspended and replaced by the 2021 Plan and, following January 19, 2022, no new grants are to be awarded under the 2018 Equity Incentive Plan. Existing grants under the 2018 Equity Incentive Plan were not be impacted by the adoption of the 2021 Plan. Any of the Company’s employees, directors, consultants, and other service providers, and those of the Company’s affiliates, are eligible to participate in the 2021 Plan. In accordance with applicable tax rules, only employees (and the employees of parent or subsidiary corporations) are eligible to be granted incentive stock options. The 2021 Plan authorizes stock options (both incentive stock options or non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, and cash or other stock-based awards. On January 19, 2022, the Company filed a Registration Statement on Form S-38 registering 1,919,025 shares of Class B common stock reserved for issuance under the 2021 Plan. On November 28, 2022, the Company’s Board of Directors approved an amendment to ~~issue~~the 482021 Plan that,~~859~~ among other things, increases the number of shares of the Company’s Class B common stock available for ~~payment~~the ~~due~~grant of awards thereunder by an additional 696,770, which the stockholders approved on January 23, 2023. On January 9, 2025, the ~~purchase~~Company’s Board of ~~Altira~~Directors approved an amendment to the 2021 Plan that, among other things, increases the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an ~~investment~~additional 750,000, which ~~has~~the ~~been~~stockholders ~~subsequently~~approved ~~fully~~on ~~impaired~~January 13, 2025. The maximum number of shares of Class B common stock that may be issued under the 2021 Plan is 3,365,795 shares. As of October 31, 2025, there were 29,892 shares still available for issuance under the 2021 Plan.

On August 19, 2021, the Company entered into a Securities Purchase Agreement (the “Institutional Purchase Agreement”) with certain third-party institutional investors (the “Institutional Investors”) and a Securities Purchase Agreement with I9Plus, LLC (the “Jonas Purchase Agreement”), an entity affiliated with Howard S. Jonas, the Chairman of the Board of Directors of the Company. On August 24, 2021, the Company issued 2,833,425 shares of Class B common stock (the “Institutional Shares”), par value $0.01 per share, to the Institutional Investors, at a purchase price equal to $35.00 per share, for aggregate gross proceeds of approximately $99.2 million, before deducting placement agent fees and other offering expenses. Additionally, pursuant to the Jonas Purchase Agreement, the Company issued 112,501 shares of Class B common stock to I9Plus, LLC, at a purchase price equal to $44.42 per share, which was equal to the closing price of a share of the Class B common stock on the New York Stock Exchange on August 19, 2021 (the “Jonas Offering”). The Jonas Offering resulted in additional aggregate gross proceeds of approximately $5.0 million. The total net proceeds from the issuance of shares were $98.0 million after deducting transaction costs of $6.2 million.34

On August 19, 2021, in connection with the Institutional Purchase Agreement, the Company entered into a Registration Rights Agreement with the Institutional Investors whereby the Company agreed to prepare and file a registration statement with the SEC within 30 days after the earlier of (i) the date of the closing of the Merger Agreement, and (ii) the date the Merger Agreement is terminated in accordance with its terms, for purposes of registering the resale of the Institutional Shares and any shares of Class B common stock issued as a dividend or other distribution with respect to the Institutional Shares.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On February 15, 2022, the Company filed a Registration Statement on Form S-3 (as amended on March 2, 2022) registering the resale by the Institutional Investors of the shares purchased by them. The Registration Statement was declared effective on March 7, 2022.

In March 2018, the Company established its 2018 Equity Incentive Plan. On January 19, 2022, the Company's stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2018 Equity Incentive Plan was suspended and replaced by the 2021 Plan and, following January 19, 2022, no new grants are to be awarded under the 2018 Equity Incentive Plan. Existing grants under the 2018 Equity Incentive Plan will not be impacted by the adoption of the 2021 Plan. Any of the Company’s employees, directors, consultants, and other service providers, and those of the Company’s affiliates, are eligible to participate in the 2021 Plan. In accordance with applicable tax rules, only employees (and the employees of parent or subsidiary corporations) are eligible to be granted incentive stock options. The 2021 Plan authorizes stock options (both incentive stock options or non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, and cash or other stock-based awards. On January 19, 2022, the Company filed a Registration Statement on Form S-8 registering 1,919,025 shares of Class B common stock reserved for issuance under the 2021 Plan. On November 28, 2022, the Company’s Board of Directors approved an amendment to the 2021 Plan that, among other things, increases the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 696,770, which the stockholders approved on January 23, 2023. On January 9, 2025, the Company's Board of Directors approved an amendment to the 2021 Plan that, among other things, increases the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 750,000, which the stockholders approved on January 13, 2025. The maximum number of shares of Class B common stock that may be issued under the 2021 Plan is 3,365,795 shares. As of April 30, 2025, there were 172,068 shares still available for issuance under the 2021 Plan.

On July 6, 2022, pursuant to the I9 SPA dated June 22, 2022 with I9 Plus, LLC, an entity affiliated with members of the family of Howard S. Jonas, the Company sold 3,225,806 shares of the Company’s Class B common stock to I9 Plus, LLC at a price per share of $1.86 and an aggregate sale price of $6 million.

Employment Agreement

On June 13, 2022, the Company entered into an employment agreement with Howard S. Jonas (who serves as the Chairman of the Board, Chief Executive Officer, President and Executive Chairman of the Company) (the “Employment Agreement”), which provides, among other things: (i) a term of five years (subject to extension unless either party elects not to renew); (ii) an annual base salary of $260,000, of which $250,000 is payable through the issuance of restricted shares of the Company’s Class B common stock with the value of the shares based upon the volume weighted closing price of the Class B Stock on the NYSE on the thirty days ending with the NYSE trading day immediately preceding the issuance to be issued within thirty days of the date of the Employment Agreement (the “Start Date”) and each annual anniversary, and such shares vesting, contingent on Mr. Jonas’ remaining in continuous service to the Company, in substantially equal amounts on the three, six, nine and twelve month anniversaries of the Start Date or annual anniversary; and (iii) a grant of restricted shares of Class B common stock with a value of $600,000, issuable within 30 days with the value of the shares based upon the volume weighted closing price of the Class B common stock on the NYSE on the 30 days ending with the NYSE trading day immediately preceding the issuance and such shares, and vesting, contingent on Mr. Jonas remaining in continuous service to the Company, in substantially equal amounts on the first and second annual anniversaries of the Start Date. On June 19, 2024, the Employment Agreement was amended to provide an annual base salary of $294,000, of which $250,000 is payable through the issuance of Class B common stock in accordance with the terms defined above.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock Options

A summary of stock option activity for the Company is as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at July 31, 2024		638,409	$	9.55		8.39	$	—
Outstanding at July 31, 2025		1,652,112	$	6.65		8.26	$	—
Granted		~~395~~24,~~000~~558		1.9838		—2.00		—
Expired		—		—		—		—
Cancelled / Forfeited		—		—		—		—
Outstanding at April 30, 2025		1,033,409	$	6.65		8.51	$	—
Outstanding at October 31, 2025		1,676,670	$	6.31		7.97	$	—
Exercisable at April 30, 2025		236,561	$	2.83		7.67	$	—
Exercisable at October 31, 2025		917,485	$	9.72		7.32	$	—

At ~~April~~ October 3031, 2025, there were unrecognized compensation costs related to non-vested stock options of $~~1.5~~608 ~~million~~thousand, which are expected to be recognized over the next 3.94 years ~~from April 30, 2025~~.

The determination of the fair value of options granted during the three months ended ~~April~~October 3031, 2025 used the following assumptions and key inputs:

	April 30, 2025
	October 31, 2025
Risk-free interest rate		43.1074	%
Expected term (in years)		65.2572
Expected volatility		8788	%
Expected dividend yield		—	%

The weighted average fair value per share of stock options granted ~~during~~for the three months ended ~~April~~October 3031, 2025 was $1.5002.

Rafael Medical Devices Stock Options

The Rafael Medical Devices 2022 Equity Incentive Plan (the “RMD 2022 Plan”) was created and adopted by ~~the~~Rafael ~~Company~~Medical Devices in May 2022. The RMD 2022 Plan allows for the issuance of up to 10,000 shares of Class B common stock which may be awarded in the form of incentive stock options or restricted shares.

In connection with the conversion of Rafael Medical Devices from a Delaware corporation to a Delaware limited liability company, Rafael Medical Devices adopted the Rafael Medical Devices, LLC 2023 Equity Incentive Plan (the “RMD 2023 Plan”) in August 2023. The RMD 2023 Plan allows for issuance of up to 46,125 Class A Units. There were 4616,~~125~~872 Units available for issuance under the RMD 2023 Plan as of ~~April~~October 3031, 2025.

Rafael Medical Devices, LLC records compensation expense for stock-based awards based upon an assessment of the grant date fair value for options using the Black-Scholes model. The expected term was determined according to the simplified method, which is the average of the vesting tranche dates and the contractual term. Due to the lack of company specific historical and implied volatility data, the estimate of expected volatility is primarily based on the historical volatility of a group of similar companies that are publicly traded. For these analyses, characteristics from comparable companies are selected, including enterprise value and position within the industry, and with historical share price information sufficient to meet the expected life of the share-based awards. The risk-free interest rate is determined by reference to the U.S. Treasury Constant Maturity Treasury rates with remaining maturities similar to the expected term of the options. Expected dividend yield is zero as Rafael Medical Devices, LLC has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future.

4735

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of option activity for Rafael Medical Devices, LLC is as follows:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at July 31, 2024		43,878		$	10.00		9.01	$	—
Outstanding at July 31, 2025		16,228		$	10.00		8.01	$	—
Cancelled / Forfeited		~~(14,625~~—	)		~~10.00~~—		—		—
Outstanding at April 30, 2025		29,253		$	10.00		8.26	$	—
Outstanding at October 31, 2025		16,228		$	10.00		7.76	$	—
Exercisable at April 30, 2025		16,228		$	10.00		8.26	$	—
Exercisable at October 31, 2025		16,228		$	10.00		7.76	$	—

At ~~April~~ October 3031, 2025, the total unrecognized compensation related to stock option awards granted was $~~115~~96 thousand, which the Company expects to recognize over a weighted average period of approximately 21.38 years.

Cornerstone Stock Options

Cornerstone has outstanding stock options and non-qualified options to purchase Cornerstone'’s common stock which were granted under Cornerstone'’s 2009 and 2018 Stock Incentive Plans (the “Cornerstone Plans”), as well as additional options issued during a prior capital raise.

At ~~April~~ October 3031, 2025, there were 1,004,341 options outstanding granted under the Cornerstone Plans that are vested with a weighted average exercise price of $24.17 per share and a weighted average remaining contractual term of 4.4 years. The fair value of outstanding options granted under the ~~Plans~~Cornerstone Plans assumed during the Cornerstone Acquisition were determined to be de minimis.

In connection with Cornerstone’s 2003 common stock offerings, Cornerstone entered into an option agreement with an individual in connection with identifying investors. The option agreement grants the right to purchase an option (a “Purchase Option”) to purchase 472,000 Class A Options (“Class A Options”), which allows the purchase of 0.25 shares of common stock for each Class A Option at $11.00 per share. In order to secure this Class A Option, a Purchase Option must initially be purchased for $.005 per potential share of Class A options. Upon exercise of each Class A Option, a right is granted to one Class B Option (“Class B Options”), which allow the purchase of 0.25 shares of common stock for each Class B Option at $12.50 per share. The expiration date of the Class A Options is the later of October 29, 2005 or six months from the date the Company’s shares become publicly traded. The Class B Options expire 180 days from the exercise of the Class A Options. In 2003, 625,000 options (the “Cornerstone Common Options”) were granted with an exercise price of $11.00 per share to a 2003 investor. These Cornerstone Common Options are set to expire 180 days following the closing of an IPO, or from the date Cornerstone’s shares become publicly traded. The fair value of the Class A Options, Class B Options, and Cornerstone Common Options assumed during the Cornerstone Acquisition were determined to be de minimis.

As part of the Cornerstone Restructuring, ~~as detailed in Note 3,~~ Cornerstone increased the available reserve of Cornerstone Common Stock for grant to employees, consultants and other service providers to approximately 10% of Cornerstone’s capital stock following the Cornerstone Restructuring, the Mandatory Common Conversion and the Reverse Stock Split (the “Reserve Increase”) but prior to the issuance of the RPF 6% Top Up Shares or any shares to the holders of the Remaining Series C Convertible Notes after the Closing.

~~Cyclo Stock~~Replacement ~~Options~~Warrants

As part of the ~~Cyclo~~ Merger, ~~Historical~~with Cyclo, ~~Options~~all outstanding warrants to purchase Cyclo Common Stock, ~~issued~~(other ~~under~~than ~~Cyclo's~~those ~~2021~~held ~~Equity~~by ~~Incentive Plan~~Rafael, ~~that~~ which were ~~outstanding~~cancelled, ~~immediately~~and ~~prior~~those towhich ~~the~~were ~~Merger~~settled in cash) were automatically converted into ~~options~~warrants to purchase, ~~on substantially similar terms and conditions~~1, ~~618~~087,~~702~~100 shares of Rafael's Class B common stock, at an adjusted exercise price per share based upon the Exchange Ratio ~~(the "Rollover Options")~~.

At April 30, 2025, there were 618,702 Rollover Options outstanding with a weighted average exercise price of $5.84 and weighted average remaining contractual term of 8.3 years. At April 30, 2025, the total unrecognized compensation related to Rollover Options was $53 thousand, which the Company expects to recognize over a weighted average period of approximately four years.36

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Replacement Warrants

As part of the Merger with Cyclo, all outstanding warrants to purchase Cyclo Common Stock (other than those held by Rafael, which were cancelled) were automatically converted into warrants to purchase 1,087,100 shares of Rafael Class B common stock, at an adjusted exercise price per share based upon the Exchange Ratio.

The following table presents the number of common stock warrants outstanding:

Replacement Warrants issued as part of the Cyclo Merger on March 25, 2025	1,087,100
Expired	(28,~~198~~981	)
Warrants outstanding, April 30, 2025	1,058,902
Warrants outstanding, October 31, 2025	1,058,119

The following table presents the number of common stock warrants outstanding, their exercise price, and expiration dates as of ~~April 30~~October 31, 2025 (the names below refer to the related Cyclo transaction prior to the Merger):

Name	Warrants Issued		Exercise Price		Expiration Date
December 2018 Units Offering Warrant		12,407	$	184.41	12/21/2025
Placement Agent Warrants April 2020 Think Equity Tail		783	$	31.21	9/27/2025
August 2020 PIPE Warrant		64,543	$	42.56	8/27/2027
2020 Public Offering		380,253	$	14.19	12/11/2025
Placement Agent Warrants December 2020 Maxim		20,268	$	17.73	12/11/2025
April 2023 PIPE Warrants		253,280	$	2.01	4/20/2030
October 2023 Warrant Exchange		327,368	$	2.70	10/23/2027
		1,058,902
		1,058,119

Restricted Stock

The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three to four years of service.

In January 2022, the Company granted 33,360 restricted shares of Class B common stock to non-employee directors, 18,336 of which were granted under the 2018 Equity Incentive Plan, and 15,024 of which were granted under the 2021 Plan. The restricted shares vested immediately on the grant date. The share-based compensation cost was approximately $151 thousand, which was included in general and administrative expense in the consolidated statements of operations and comprehensive loss.

On February 1, 2022, the Company issued 986,835 shares of Class B restricted stock to two executive officers. Approximately 24% of the restricted shares vested in December 2022, with the remaining shares vesting ratably each quarter through December 2025.

On June 14, 2022, the Company issued 452,130 shares of Class B restricted stock to Howard S. Jonas.

In January 2023, the Company issued 120,019 shares of Class B restricted stock to certain members of its Board of Directors, and 100,000 shares of Class B restricted stock to its Chief Financial Officer.

During January 2023, 296,759 shares of Class B restricted stock were cancelled or forfeited due to (i) the cancellation of 285,036 shares of restricted stock in connection with the departure of the Company's former Chief Financial Officer and (ii) the remaining shares forfeited upon the termination of certain employees of the Company.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In connection with Patrick Fabbio’s January 27, 2023 departure as the Company's Chief Financial Officer, the Company and Mr. Fabbio entered into a Separation and General Release Agreement (the “Separation Agreement”), which provides, among other things, that the Company shall pay Mr. Fabbio severance in the amount of $307,913, which is included in general and administrative expense on the consolidated statement of operations and comprehensive loss for the year ended July 31, 2023.

In connection with the termination of Mr. Fabbio’s position as Chief Financial Officer of the Company, there was a material forfeiture of his Class B restricted shares and stock options resulting in a reversal of approximately $915 thousand in stock-based compensation expense for the year ended July 31, 2023 that was previously recorded to selling, general and administrative expense.

On August 28, 2023, the Company issued 111,408 shares of Class B restricted stock to Howard S. Jonas.

On October 25, 2023, the Company issued 135,000 shares of Class B restricted stock to employees of the Company.

On January 5, 2024, the Company issued 101,402 shares of Class B restricted stock to certain members of its Board of Directors.

On June 13, 2024, the Company issued 159,016 shares of Class B restricted stock to Howard S. Jonas.

On January 6, 2025, the Company issued 84,918 shares of Class B restricted stock to certain members of its Board of Directors.

On January 13, 2025, the Company issued 270,000 shares of Class B restricted stock to employees ~~of,~~ and consultants toof the Company.

On June 13, 2025, the Company issued 118,596 shares of Class B restricted stock to Howard S. Jonas.

On September 2, 2025, the Company issued 99,429 shares of Class B restricted stock to John Goldberg, a consultant of the Company.

A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below:

	Number of Non-vested Shares			Weighted Average Grant Date Fair Value
Outstanding at July 31, 2024		608,540		$	2.99
Outstanding at July 31, 2025		416,720		$	2.99
Granted		~~354~~99,~~918~~429			1.9250
Cancelled / Forfeited		~~(7,500~~—	)		~~7.40~~—
Vested		(~~377~~60,~~380~~274	)		2.5023
Non-vested shares at April 30, 2025		578,578		$	2.59
Non-vested shares at October 31, 2025		455,875		$	1.85

At ~~April~~ October 3031, 2025, there was $~~0.7~~476 ~~million~~ thousand of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over the next 3.72 years.

~~A summary of the stock-based compensation expense for the Company’s equity incentive plans is presented below (in thousands):~~37

	For the Three Months Ended April 30,				For the Nine Months Ended April 30,
	2025		2024		2025		2024
General and administrative	$	308	$	443	$	1,091	$	1,618
Research and development		45		53		123		242
Total stock-based compensation expense	$	353	$	496	$	1,214	$	1,860

NOTE 25 – LEASES

The Company is the lessor of the Israeli property which is leased to tenants under net operating leases expiring in 2025 and 2027. Lease income included on the consolidated statements of operations and comprehensive loss was $77 thousand and $74 thousand for the three months ended April 30, 2025 and 2024, respectively. Lease income included on the consolidated statements of operations and comprehensive loss was $231 thousand and $210 thousand for the nine months ended April 30, 2025 and 2024, respectively. During the three and nine months ended April 30, 2025 and 2024, no real estate property taxes were included in rental income.

RAFAEL HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~The future~~A ~~contractual~~summary ~~minimum~~of ~~lease~~the ~~payments~~stock-based tocompensation ~~be received (excluding operating~~ expense for ~~reimbursements) by~~ the Company’s asequity ofincentive ~~April 30, 2025,~~plans ~~under~~is apresented ~~non-cancellable~~below ~~operating~~(in ~~lease are as follows~~thousands):

Years Ending July 31,	Related Parties		Other		Total
	For the Three Months Ended October 31,
	(in thousands)
	2025		2024
2025	$	20	$	43	$	63
General and administrative	$	170	$	320
2026		—		181		181
Research and development		428		39
2027		—		188		188
Total stock-based compensation expense	$	598	$	359
Thereafter		—		31		31
Total Minimum Future Rental Income	$	20	$	443	$	463

~~The related~~NOTE ~~party~~20 ~~tenant~~– ~~has the right to terminate the Israeli lease upon four months’ notice.~~LEASES

~~NOTE~~The Company is the lessor of the Israeli property 26which –is ~~SUBSEQUENT~~leased ~~EVENTS~~to tenants under net operating leases expiring in 2027. Lease income included on the consolidated statements of operations and comprehensive loss was $86 thousand and $77 thousand for the three months ended October 31, 2025 and 2024, respectively. During the three months ended October 31, 2025 and 2024, no real estate property taxes were included in rental income.

~~On April~~The ~~23,~~future ~~2025,~~contractual ~~William~~minimum ~~Conkling~~lease ~~resigned~~payments to asbe ~~Chief~~received ~~Executive~~(excluding ~~Officer~~operating ~~and~~expense ~~President~~reimbursements) ofby ~~Rafael~~the ~~Holdings,~~Company ~~Inc.,~~as ~~effective~~of ~~May~~ October 31, 2025~~. On April 23~~, ~~2025,~~under ~~the~~a ~~Company’s~~non-cancellable ~~Board of Directors elected Howard S. Jonas, the Company’s Executive Chairman and Chairman~~operating oflease ~~the~~are ~~Board,~~ as ~~the~~follows ~~Company’s~~(in ~~Chief Executive Officer and President, effective June 1, 2025.~~thousands):

On June 1, 2025, the Company entered into a consulting arrangement with Mr. Conkling providing for monthly fees of approximately $8 thousand and the accelerated vesting of all stock options and restricted stock in the Company held by Mr. Conkling. The consulting arrangement is effective from June 1, 2025 until terminated by either party. Mr. Conkling will not be receiving any cash severance.

Years Ending July 31,	Total
2026	$	137
2027		188
2028		31
Total Minimum Future Rental Income	$	356

OnNOTE ~~June~~21 4, 2025, the Company concluded a rights offering (the “Rights Offering”). In connection with the Rights Offering, the Company distributed, at no charge, to each holder of record (collectively, the “Eligible Holders”) of (i) its Class A common stock, (ii) Class B common stock, and (iii) certain warrants to purchase Class B common stock with an initial issuance date of December 11, 2020 (the “Warrants”), in each case, as of May 9, 2025 (the “Record Date”), non-~~transferable~~ ~~rights~~EMPLOYEE ~~(the~~RETENTION “Subscription Rights”) to subscribe for and purchase shares of Class B common stock. Each Subscription Right entitled the holder to purchase 0.603 of a share of Class B common stock at a price of $1.28 per share (which represented a discount of 25% to the then trailing twenty-day average closing price of the Class B common stock on the NYSE). The aggregate subscription price of all shares of Class B common stock offered in the Rights Offering was $25.0 million.CREDITS

InDuring ~~connection with~~ the ~~Rights~~year ~~Offering,~~ended ~~the~~July ~~Company~~31, ~~entered~~ ~~into a Standby Purchase Agreement (the “Purchase Agreement”) with Howard S. Jonas~~2025, the Company~~’s Chief Executive~~ ~~Officer,~~recorded ~~President,~~refunds ~~Executive~~as ~~Chairman~~a ~~and~~result ~~Chairman~~ of ~~the~~Employee ~~Board~~Retention ~~providing~~Credits ~~that~~(ERC), ~~within~~which ~~ten~~are ~~days~~refundable ~~after~~tax ~~the~~credits ~~closing~~against ofcertain ~~the~~employment ~~Rights~~taxes ~~Offering,~~initially ~~the~~made ~~Standby~~available ~~Purchaser~~under ~~will purchase (or arrange for~~ the ~~purchase~~Coronavirus ~~from~~Aid, ~~one~~Relief, ofand ~~more~~Economic ~~related~~Security ~~parties)~~Act ~~from the Company in a private placement~~ (the “~~Backstop Private Placement~~CARES” Act). ~~any~~In ~~shares~~accordance ofwith ~~Class B common stock included in~~ the ~~Rights Offering that were not subscribed~~Company’s ~~for~~accounting ~~and purchased by Eligible Holders (collectively~~policy, the ~~“Backstop~~ERC ~~Securities”)~~amounts ~~for~~have ~~the~~been ~~same~~recognized ~~per~~in ~~share~~other ~~subscription~~income, ~~price payable~~net byas ~~Eligible~~the ~~Holders~~Company ~~electing~~determined tothat ~~exercise~~all ~~their~~relevant ~~Subscription~~criteria ~~Rights~~for recognition inhad ~~the~~been ~~Rights Offering~~met. ~~Mr.~~The ~~Jonas~~ERC ~~did~~represents ~~not~~a ~~receive~~one-time ~~any~~benefit ~~fee~~and ~~or other~~does ~~payment~~not inconstitute ~~connection~~recurring ~~with~~operational ~~the Purchase Agreement~~income.

OnAs ~~June~~of 4July 31, 2025, the Company ~~closed~~accrued for the ~~Rights Offering~~total ~~with~~$272 ~~the~~thousand ~~exercise~~as ofother ~~Subscription~~receivables ~~Rights~~on ~~for~~the ~~aggregate~~consolidated ~~gross~~balance ~~proceeds~~sheet. Additional ERC of $~~4.0~~933 ~~million,~~thousand ~~resulting~~was acquired in the ~~issuance~~Cyclo Merger ofand anis ~~aggregate of~~included ~~3,130,480~~in ~~shares~~other ofreceivables on the ~~Company’s~~consolidated ~~Class~~balance Bsheet ~~common~~as ~~stock.~~of ~~Due~~July to31, Mr2025. ~~Jonas’~~All ~~previously~~ERC ~~disclosed~~and ~~commitment~~accrued tointerest ~~backstop~~due ~~the~~to ~~Rights Offering through~~ the ~~Backstop~~Company ~~Private~~was ~~Placement,~~received ~~Mr.~~in ~~Jonas~~full ~~and~~in ~~related~~the ~~parties~~three ~~did~~months ~~not~~ended ~~exercise~~October ~~their~~31, ~~Subscription Rights~~2025.

~~Under~~NOTE ~~the~~22 ~~terms~~– ofSUBSEQUENT ~~the~~EVENTS Purchase Agreement, the Company issued and sold to certain parties related to Mr. Jonas and his family an aggregate of 16,400,770 shares of Backstop Securities for an aggregate purchase price of approximately $21 million (the “Backstop Purchase”). The Backstop Securities represent the shares of the Company’s Class B common stock that remained unsubscribed for by the stockholders of the Company as of the expiration of the subscription period of the Company’s Rights Offering.

The Company ~~estimates~~has ~~the~~evaluated ~~net~~subsequent ~~proceeds~~events ~~of the~~for ~~Rights~~disclosure ~~Offering~~ and ~~Backstop~~or ~~Purchase~~recognition toin bethe ~~approximately~~financial ~~$24.9~~statements ~~million.~~through ~~After~~ the ~~closing~~date ofthat the ~~Rights~~financial ~~Offering~~statements ~~and~~were ~~Backstop Purchase, the Company has approximately 50,879,164 shares of its Class B common stock outstanding~~issued.

5138

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed under Item 1A to Part I “Risk Factors” in ~~the~~this ~~2024~~Quarterly ~~Form 10-K/A~~Report. The forward-looking statements are made as of the date of this Quarterly Report, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including our reports on Forms 10-Q and 8-K.

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 1 of this Quarterly Report.

Overview

Rafael Holdings, Inc. (“Rafael Holdings”, “Rafael”, “we” or the “Company”) is a ~~holding~~biotechnology company ~~with~~ that develops pharmaceuticals and holds interests in clinical and early-stage ~~pharmaceutical~~ companies, ~~including~~that ~~(i)~~develop ~~Cyclo~~pharmaceuticals ~~Therapeutics~~and ~~LLC~~medical devices. ~~(“Cyclo~~The ~~Therapeutics” or~~Company’s ~~“Cyclo”),~~lead acandidate is ~~wholly-owned clinical stage biotechnology company dedicated to developing~~ Trappsol® Cyclo™, which is being evaluated in clinical trials for the potential treatment of Niemann-Pick Disease Type C1 (“NPC1”), a rare, fatal and progressive genetic disorder,. We also hold: (iii) a majority equity interest in LipoMedix Pharmaceuticals Ltd. (“LipoMedix”), a clinical stage pharmaceutical company,:; (~~iii~~ii) Barer Institute Inc. (“Barer”), a wholly-owned ~~preclinical~~ cancer ~~metabolism~~ research focused operation, whose operations have been substantially streamlined; (iviii) and a majority interest in Cornerstone Pharmaceuticals, Inc. (“Cornerstone”), formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company.; We(iv) ~~also hold~~ a majority interest in Rafael Medical Devices, LLC (“Rafael Medical Devices”), an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries, ; and (v) a majority interest in Day Three Labs, Inc. (“Day Three”), a company which empowers third-party manufacturers to reimagine their existing ~~cannabis~~product offerings enabling ~~them~~those third-party manufacturers to bring to market better, cleaner, more precise and predictable versions of their product by utilizing Day Three’s technology ~~and innovation like Unlokt™~~. ~~The~~Our ~~Company’s~~ primary focus is to ~~invest~~finish indevelopment ~~and~~of ~~expand~~Trappsol® ~~our~~Cyclo™ ~~investment portfolio~~ through ~~opportunistic~~the ~~and~~completion ~~strategic~~of ~~investments~~its ~~including~~ongoing ~~therapeutics,~~pivotal ~~which~~Phase 3 ~~address~~clinical ~~high~~trial ~~unmet~~and ~~medical~~bring ~~needs.~~that ~~Since~~product ~~the~~to ~~closing, in~~regulatory ~~March~~approval ~~2025,~~and ~~of the Merger~~market, ~~the~~and ~~Company~~to ~~has~~expand ~~focused~~ its ~~efforts~~investment onportfolio ~~making~~through ~~Trappsol®~~opportunistic and ~~Cyclo™~~strategic ~~its~~investments, ~~lead~~including ~~clinical~~in ~~program. In~~therapeutics, ~~light of~~ that ~~change~~address inhigh ~~strategic~~unmet ~~focus,~~medical ~~the~~needs. ~~Company~~We isare currently evaluating ~~its~~our ~~operating~~other ~~entities (and portfolio of assets)~~ holdings to ensure the future focus of ~~its~~our resources on core assets and specifically the Trappsol® Cyclo™ clinical and development efforts.

Historically, ~~the~~ ~~Company~~we owned real estate assets. As of ~~April~~October 3031, 2025, ~~the~~we ~~Company~~hold ~~holds~~ a portion of a commercial building in Jerusalem, Israel as ~~its~~our sole remaining ~~revenue~~ ~~generating~~ real estate asset.

In May 2023, ~~the~~we ~~Company~~ first invested in Cyclo, ~~Therapeutics. Cyclo is~~ a clinical-stage biotechnology company that develops cyclodextrin-based products for the potential treatment of neurodegenerative diseases. Cyclo’s lead drug candidate is Trappsol® Cyclo™ (hydroxypropyl beta cyclodextrin), a treatment for NPC1. NPC1 is a rare and fatal autosomal recessive genetic disease resulting in disrupted cholesterol metabolism that impacts the brain, lungs, liver, spleen, and other organs. In January 2017, the FDA granted Fast Track designation to Trappsol® Cyclo™ for the treatment of NPC1. Initial patient enrollment in the U.S. Phase I study commenced in September 2017 and in May 2020, Cyclo announced Top Line data ~~showing~~indicating Trappsol® Cyclo™ was well tolerated in this study. Cyclo is currently conducting a Phase 3 Clinical Trial evaluating Trappsol® Cyclo™ in Pediatric and Adult Patients with Niemann-Pick Disease, Type C1. On March 25, 2025, ~~the~~we ~~Company~~ consummated athe ~~merger~~Merger with Cyclo whereby Cyclo became a wholly-owned subsidiary of the Company. See Note 3 for more information on the ~~Company’s~~ Merger with Cyclo. The Company intends to fund the TransportNPC Phase 3 clinical trial for Trappsol® Cyclo™ for the treatment of Niemann Pick C to its 48-week interim analysis, with results expected later this month, and focus its efforts on Trappsol® Cyclo™ as its lead clinical program. At that point, the Company will make a determination as to whether or not to file an NDA for Trappsol® Cyclo™.

LipoMedix is a clinical stage Israeli company focused on the development of a product candidate that holds the potential to be an innovative, safe, and effective cancer therapy based on liposome delivery. As of April 30, 2025, the Company’s ownership interest in LipoMedix was approximately 95%. LipoMedix has completed various clinical stages of Promitil® including Phase 1A (solid tumors) and 1B (as single agent and in combination with capecitabine and/or bevacizumab in colorectal cancer). A total of 149 patients have been treated with Promitil® as a single agent, or in combination with other anticancer drugs or radiotherapy, under the framework of a phase 1A and two 1B clinical studies and under named patient approval for compassionate use.39

52LipoMedix is a clinical stage Israeli company focused on the development of a product candidate that holds the potential to be an innovative, safe, and effective cancer therapy based on liposome delivery. As of October 31, 2025, our ownership interest in LipoMedix was approximately 95%. As needed, we provide debt or equity funding to Lipomedix to support its development and clinical efforts. LipoMedix is currently exploring strategic options for its lead candidate, including potential licensing opportunities, collaborations with industry partners, and investigator-initiated studies.

In 2019, ~~the~~we ~~Company~~ established Barer, originally as a preclinical cancer metabolism research operation, to focus on developing a pipeline of novel therapeutic compounds, including compounds designed to regulate cancer metabolism with potentially broader application in other indications beyond cancer. Barer was comprised of scientists and academic advisors that are experts in cancer metabolism, chemistry, and drug development. In addition to its own internal discovery efforts, Barer pursued collaborative research agreements and in-licensing opportunities with leading scientists from top academic institutions. Barer’s majority owned subsidiary, Farber Partners, LLC (“Farber”), was formed around one such agreement with Princeton University’s Office of Technology Licensing (“Princeton”) for technology from the laboratory of ~~Professor~~ Dr. Joshua Rabinowitz, in the Department of Chemistry, Princeton University, for an exclusive worldwide license to its SHMT (serine hydroxymethyltransferase) inhibitor program. In November 2022, ~~the~~we ~~Company~~ resolved to curtail its early-stage development efforts, including pre-clinical research at Barer and ~~Institute~~has, since that date, ceased almost all of such activity. Since then, ~~the~~we ~~Company~~have ~~has~~ sought partners for Farber programs and has entered ~~into~~ into a license agreement for one of its technologies that is in the pre-clinical research stage with the Ludwig Institute of Cancer Research and has transferred majority ownership of another one of its technologies, SHMT, to a new company, Forme Therapeutics, that is being managed by Dr. Joshua Rabinowitz with the goal of developing SHMT while seeking out external investment and partnerships. Going forward, we expect that Barer will primarily operate as an entity holding interest in these two cancer-focused opportunities.

~~The Company~~On ~~owns a 37.5% equity interest in RP Finance LLC (“RP Finance”), which was, until~~ March 13, 2024, ~~(the~~Cornerstone ~~date~~consummated ~~of the RP~~a ~~Finance~~restructuring ~~Consolidation,~~of asits ~~described~~outstanding indebt ~~Note~~and 6equity tointerests (the ~~Consolidated~~“Cornerstone ~~Financial~~Restructuring”). ~~Statements,~~As ~~accounted~~a ~~for~~result ~~under~~of the ~~equity method. RP Finance~~Cornerstone isRestructuring, anRafael ~~entity~~became ~~associated~~a ~~with~~67% ~~members~~owner of the ~~family~~issued ofand ~~Howard~~outstanding S.common ~~Jonas~~stock ~~(Executive~~of ~~Chairman,~~Cornerstone ~~Chief~~(the ~~Executive~~“Cornerstone ~~Officer~~Acquisition”), ~~President, Chairman~~ ~~of the Board,~~ and ~~controlling~~Cornerstone ~~stockholder~~became ofa ~~the~~consolidated ~~Company)~~subsidiary ~~which holds 37.5% equity interest~~ of ~~RP Finance~~Rafael. RPWe ~~Finance~~are ~~holds~~currently ~~debt~~reviewing ~~and equity investments in~~ Cornerstone.’s Incurrent ~~October 2021~~efforts, ~~Cornerstone received negative results of its Avenger 500 Phase 3 study for devimistat~~prospects inand ~~pancreatic~~available ~~cancer~~resources ~~as well as a recommendation~~ to ~~stop~~determine ~~its ARMADA 2000 Phase 3 study due to a determination that~~ the ~~trial~~optimal ~~would~~operational ~~unlikely achieve its primary endpoint (the “Data Events”)~~direction. ~~Due to the Data Events, RP Finance fully impaired its then debt and equity investments in Cornerstone.~~

~~On March~~In ~~13,~~May ~~2024~~2021, ~~Cornerstone~~we ~~consummated~~formed aRafael ~~restructuring~~Medical ofDevices, an ~~its~~orthopedic-focused ~~outstanding~~medical ~~debt~~device ~~and~~company ~~equity~~developing ~~interests~~instruments ~~(the~~to ~~“Cornerstone~~advance ~~Restructuring”). As~~minimally ainvasive ~~result~~surgeries. ofIn ~~the~~August ~~Cornerstone Restructuring~~2023, Rafael ~~became~~Medical Devices asold 67an aggregate 31.6% ~~owner~~equity ofinterest ~~the~~to ~~issued~~third ~~and~~parties ~~outstanding~~for ~~common~~$925,000. ~~stock~~In ofFebruary ~~Cornerstone~~2025, ~~(the “Cornerstone~~we ~~Acquisition”)~~invested approximately $582,000 in cash, and ~~Cornerstone~~Rafael ~~became~~Medical aDevices ~~consolidated~~raised ~~subsidiary~~approximately of$45,000 ~~Rafael.~~from ~~The~~third ~~Cornerstone~~parties ~~Acquisition~~in isexchange ~~accounted~~ for asRafael anMedical ~~acquisition~~Devices’ ofClass A aUnits. ~~variable~~We ~~interest~~currently ~~entity~~hold ~~that~~a is73% ~~not~~equity ainterest ~~business~~ in ~~accordance~~Rafael ~~with~~Medical UDevices.S. ~~GAAP.~~On ~~The~~December ~~Company~~11, ~~was~~2024, ~~determined~~Rafael ~~to be~~Medical ~~the~~Devices ~~accounting~~received ~~acquirer~~a ~~for~~substantial equivalence ~~financial~~determination ~~reporting~~for ~~purposes.~~the InVECTR ~~conjunction~~System ~~with~~from the ~~Cornerstone~~Food ~~Restructuring~~ and ~~Cornerstone~~Drug ~~Acquisition, the~~Administration ~~Company~~(“FDA”) ~~reassessed~~in ~~its~~response ~~relationship~~to ~~with~~Rafael RPMedical Devices’ ~~Finance,~~510(k) ~~and~~premarket asnotification. aThe ~~result~~FDA’s ~~determined~~clearance ~~that~~of RPthe ~~Finance~~VECTR System is ~~still~~for ause ~~variable~~in ~~interest~~minimally ~~entity~~invasive ligament ~~and~~or ~~that~~fascia ~~the~~release ~~Company~~surgeries, ~~became~~such ~~the primary beneficiary of RP Finance~~ as ~~the~~carpal ~~Company~~tunnel ~~now~~release ~~holds~~in the ~~ability~~wrist toand ~~control~~cubital ~~repayment~~tunnel ofrelease in the ~~RP Finance~~elbow. ~~Line~~The ofVECTR ~~Credit~~System ~~which~~has been ~~directly~~classified ~~impacts~~into RPClass ~~Finance’s~~II ~~economic performance. Therefore, following the Cornerstone Restructuring~~ and ~~Cornerstone~~is ~~Acquisition,~~subject ~~the~~to ~~Company~~special ~~consolidated~~controls ~~RP Finance~~ (~~the~~performance ~~“RP Finance Consolidation”~~standards). ~~See Note~~Rafael 6Medical toDevices’ ~~the~~development ~~Consolidated~~of future ~~Financial~~products ~~Statements~~will ~~for~~depend ~~additional~~upon ~~information~~the onsuccess of the ~~Cornerstone~~VECTR ~~Restructuring,~~System ~~Cornerstone Acquisition,~~ and RPour ~~Finance Consolidation. The~~ Company ~~is currently reviewing Cornerstone~~’s ~~current~~ability ~~efforts,~~to ~~prospects~~identify ~~and~~attractive ~~available resources~~opportunities toin ~~determine~~ the ~~optimal operational direction~~marketplace.

In ~~May~~ ~~2021,~~January ~~the Company formed Rafael Medical Devices~~2024, anwe ~~orthopedic-focused~~entered ~~medical~~into ~~device~~a ~~company~~series ~~developing~~of transactions ~~instruments~~with toDay ~~advance~~Three ~~minimally invasive~~and ~~surgeries.~~certain Inof ~~August~~its ~~2023~~shareholders, ~~Rafael~~acquiring ~~Medical~~a ~~Devices sold~~controlling ~~an aggregate 31.6% equity~~ interest ~~to third parties for $925,000. In February 2025, the Company invested approximately $582,000~~ in ~~cash,~~Day Three and ~~Rafael~~subsequently ~~Medical Devices raised approximately $45,000 from third parties in exchange for Rafael Medical Devices' Class A Units.~~consolidating ~~Following~~Day ~~the~~Three’s ~~foregoing~~results ~~financing transactions,~~ (the ~~Company~~“Day ~~holds~~Three ~~a 73% equity interest in Rafael Medical Devices~~Acquisition”). On ~~December~~ 11March 14, ~~2024~~2025, ~~Rafael~~Day ~~Medical~~Three ~~Devices~~Labs ~~received~~Manufacturing, a ~~substantial~~majority ~~equivalence determination for the VECTR System from the Food and Drug~~owned ~~Administration's~~subsidiary ~~(“FDA”) in response to Rafael Medical Devices’ 510(k) premarket notification. The FDA’s clearance~~ of ~~the~~Day ~~VECTR System is for use in minimally invasive ligament or fascia release surgeries~~Three, ~~such~~entered asinto ~~carpal~~an ~~tunnel~~Asset ~~release~~Purchase inAgreement ~~the wrist~~ and ~~cubital~~Licensing ~~tunnel~~Agreement, ~~release~~pursuant into ~~the~~which ~~elbow.~~they ~~The VECTR~~sold ~~System~~assets ~~has been classified into Class II~~ and ~~is subject to special controls (performance standards). The Company’s development~~licensed ofcertain ~~future~~applications ~~products will depend upon the success~~ of ~~the~~their ~~VECTR~~Unlokt™ ~~System~~technology ~~and~~used ~~our~~in ~~Company’s~~their ~~ability~~cannabinoid toingredient ~~identify~~manufacturing ~~attractive opportunities in the marketplace~~business.

In April 2023, the Company first invested in Day Three, 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™. In January 2024, the Company entered into a series of transactions with Day Three and certain shareholders, acquiring a controlling interest of Day Three and subsequently consolidating Day Three's results (the “Day Three Acquisition”). On March 14, 2025, Day Three Labs Manufacturing, a majority owned subsidiary of Day Three, entered into an Asset Purchase Agreement and Licensing Agreement (the “DTLM Sale Agreement”), pursuant to which they sold assets and licensed certain applications of their Unlokt™ technology used in their cannabinoid ingredient manufacturing business. See Note 13 to the Consolidated Financial Statements for additional information.40

53Results of Operations

~~Results~~Our business consists of three reportable segments - Healthcare, Infusion Technology, and Real Estate. We evaluate the performance of ~~Operations~~our Healthcare segment based primarily on results of clinical trials and loss from operations, and the Infusion Technology and Real Estate segments based primarily on revenues and income (loss) from operations. Accordingly, the income and expense line items below loss from operations are only included in the discussion of consolidated results of operations.

~~Our business consists of three reportable segments -~~ Healthcare, ~~Infusion Technology, and Real Estate. We evaluate the performance of our Healthcare~~ segment based primarily on research and development efforts and results of clinical trials, and our Infusion Technology and Real Estate segments based primarily on results of operations. Accordingly, the income and expense line items below loss from operations are only included in the discussion of consolidated results of operations.

Results of operations for our Healthcare segment were as follows:

	Three Months Ended October 31,						Change
	2025			2024			$			%
	(in thousands)
Product revenue	$	154		$	—		$	154			100	%
Cost of product revenue		(9	)		—			(9	)		(100	)%
General and administrative		(2,752	)		(2,290	)		(462	)		(20	)%
Research and development		(7,484	)		(1,161	)		(6,323	)		(545	)%
Depreciation and amortization		(33	)		(71	)		38			54	%
Loss from operations	$	(10,124	)	$	(3,522	)	$	(6,602	)		(187	)%

	Three Months Ended April 30,						Change
	2025			2024			$			%
	(in thousands)
Product revenue	$	243		$	—		$	243			100	%
Cost of product revenue		(9	)		—			(9	)		(100	)%
General and administrative		(3,102	)		(1,636	)		(1,466	)		(90	)%
Research and development		(3,003	)		(1,212	)		(1,791	)		(148	)%
IPR&D expense		—			(89,861	)		89,861			100	%
Depreciation and amortization		(13	)		(73	)		60			82	%
Loss from operations	$	(5,884	)	$	(92,782	)	$	86,898			94	%

The Healthcare segment is comprised of the activities of Barer, LipoMedix, Farber, Cornerstone, Cyclo, and Rafael Medical Devices. As of October 31, 2025, we held a 100% interest in Barer and Cyclo, a 95% interest in LipoMedix, a 93% interest in Farber, a 67% interest in Cornerstone, and a 73% interest in Rafael Medical Devices.

	Nine Months Ended April 30,						Change
	2025			2024			$			%
	(in thousands)
Product revenue	$	243		$	—		$	243			100	%
Cost of product revenue		(9	)		—			(9	)		(100	)%
General and administrative		(7,794	)		(6,190	)		(1,604	)		(26	)%
Research and development		(5,021	)		(2,313	)		(2,708	)		(117	)%
In-process research and development		—			(89,861	)		89,861			100	%
Depreciation and amortization		(15	)		(112	)		97			87	%
Loss from operations	$	(12,596	)	$	(98,476	)	$	85,880			87	%

Product revenue. Total revenue for the Healthcare segment for the three months ended October 31, 2025, increased to approximately $0.2 million compared to $0 for the three months ended October 31, 2024. This increase is primarily due to the inclusion of product revenue generated by Cyclo following the Cyclo Merger in March 2025.

~~The Healthcare~~General ~~segment~~and isadministrative ~~comprised~~expenses. ofGeneral and ~~the~~administrative ~~activities~~expenses consist mainly of ~~Barer~~payroll, ~~LipoMedix,~~stock-based ~~Farber~~compensation expense, ~~Cornerstone~~benefits, ~~Cyclo~~facilities, consulting and ~~Rafael~~professional fees. ~~Medical~~The ~~Devices.~~increase Asin ~~of April 30~~general and administrative expenses during the three months ended October 31, 2025 compared to the three months ended October 31, we2024 ~~held~~is aprimarily ~~100%~~due ~~interest~~to inthe ~~Barer~~consolidation ~~and~~of Cyclo,’s ageneral ~~95%~~and ~~interest~~administrative inexpenses, ~~LipoMedix~~amounting to $0.9 million, partially offset by a ~~93%~~decrease ~~interest~~of in$0.3 ~~Farber,~~million aof ~~67%~~payroll ~~interest in~~due ~~Cornerstone~~to terminations, and a ~~73%~~$0.1 ~~interest~~million decrease in ~~Rafael~~stock ~~Medical~~based ~~Devices~~compensation.

~~Product revenue.~~Research ~~Total~~and ~~revenue~~development ~~for~~expenses. ~~the~~Research and ~~Healthcare~~development ~~segment~~expenses increased for the three ~~and nine~~ months ended ~~April~~October 3031, 2025, ~~increased~~compared to ~~approximately $243~~the ~~thousand~~three ~~compared~~months toended $0October ~~for~~31, ~~the~~2024. ~~three~~ Research and ~~nine~~development ~~months~~expenses ~~ended~~are ~~April~~derived 30from activity at Cyclo, ~~2024~~Barer, LipoMedix, Farber, Cornerstone, and Rafael Medical Devices. ~~This~~The increase is primarily due to the ~~inclusion~~consolidation of ~~product~~Cyclo’s research and development expenses, amounting to $6.3 million, an increase in stock ~~revenue~~based ~~generated~~compensation expense of $0.4 million, offset by ~~Cyclo~~a ~~following~~$0.2 ~~the~~million ~~Cyclo~~decrease ~~merger~~in payroll due to terminations and a $0.2 million decrease in clinical trial and other expenses, excluding Cyclo.

General and administrative expenses. General and administrative expenses consist mainly of payroll, stock-based compensation expense, benefits, facilities, consulting and professional fees. The increase in general and administrative expenses during the three and nine months ended April 30, 2025 compared to the three and nine months ended April 30, 2024 are due to an increase in legal and professional fees due to the Cyclo Merger. Additionally, the inclusion of Cyclo's general and administrative expenses following the completion of the Merger which occurred in the three months ended April 30, 2025, contributed to the increase. These costs were partially offset by a decrease in stock-based compensation.41

~~Research and~~Infusion ~~development~~Technology expenses. Research and development expenses increased for the three and nine months ended April 30, 2025 and 2024 compared to the corresponding periods of the prior fiscal year. Research and development expenses are derived from activity at Cyclo, Barer, LipoMedix, Farber, Cornerstone, and Rafael Medical Devices, with the majority of the expenses in the current year periods from activities at Cyclo. The increases stem primarily from the inclusion of expenses of Cyclo following the Cyclo Merger in March 2025 as well as ongoing research and development activities at Lipomedix and Cornerstone.segment

54Results of operations for our Infusion Technology segment were as follows:

Infusion Technology segment

	Three Months Ended October 31,						Change
	2025			2024			$			%
	(in thousands)
Infusion Technology revenue	$	—		$	51		$	(51	)		(100	)%
Cost of Infusion Technology revenue		—			(37	)		37			100	%
General and administrative		(29	)		(112	)		83			74	%
Research and development		—			(165	)		165			100	%
Loss from operations	$	(29	)	$	(263	)	$	234			89	%

~~Results~~The Infusion Technology segment is comprised of ~~operations~~our majority equity interest in Day Three, which was acquired in January 2024. Revenues associated with the Infusion Technology segment consist of Infusion Technology revenue derived from Day Three’s UnloktTM technology. Cost of Infusion Technology revenue includes supplies, materials, production labor, and travel costs. General and administrative expenses for ~~our~~the Infusion Technology segment consist ~~were~~mainly asof ~~follows:~~ payroll, insurance, software, and licenses. Research and development expenses for the Infusion Technology segment include costs related to the development of new products and services.

	Three Months Ended April 30,						Change
	2025			2024			$			%
	(in thousands)
Infusion Technology revenue		42			262			(220	)		84	%
Cost of Infusion Technology revenue		(31	)		(85	)		54			64	%
General and administrative		(37	)		(225	)		188			84	%
Research and development		—			(314	)		314			(100	)%
Depreciation and amortization		(34	)		—			(34	)		(100	)%
Loss from operations		(60	)		(362	)		302			83	%

On March 14, 2025, Day Three Labs Manufacturing entered into the DTLM Sale Agreement, pursuant to which they sold assets and licensed certain applications of their Unlokt™ technology used in Infusion Technology services, causing an overall reduction in revenues and operating expenses during the three months ended October 31, 2025.

	Nine Months Ended April 30,						Change
	2025			2024			$			%
	(in thousands)
Infusion Technology revenue	$	93		$	262		$	(169	)		(65	)%
Cost of Infusion Technology revenue		(106	)		(85	)		(21	)		(25	)%
Loss on impairment of goodwill		(3,050	)		—			(3,050	)		(100	)%
General and administrative		(292	)		(225	)		(67	)		(30	)%
Research and development		(255	)		(314	)		59			19	%
Depreciation and amortization		(177	)		—			(177	)		(100	)%
Loss from operations	$	(3,787	)	$	(362	)	$	(3,425	)		(946	)%

Real Estate segment

The ~~Infusion~~ ~~Technology~~Real Estate segment isconsists ~~comprised~~ of ~~our~~a ~~majority equity interest in Day Three, which was acquired in January 2024. Revenues associated~~portion ~~with the Infusion Technology segment consist~~ of ~~Infusion~~a ~~Technology~~commercial ~~revenue~~building ~~derived~~in ~~from Day Three's Unlokt technology~~Israel. ~~Cost~~Consolidated ~~of Infusion Technology~~ revenue ~~includes supplies~~, ~~materials, production labor, and travel costs. General and administrative~~ expenses ~~for the Infusion Technology segment consist mainly of payroll, insurance, software,~~ and ~~licenses.~~loss ~~Research and development expenses~~ for ~~the~~our ~~Infusion~~Real ~~Technology~~Estate segment ~~include~~were ~~costs~~as ~~related to the development of new products and services.~~ follows:

Due to reductions in certain operations including a layoff within the Company's Infusion Technology segment, we concluded that a triggering event occurred during November 2024 under ASC 350 and ASC 360 that required us to assess if there was an impairment. We completed an analysis pursuant to ASC 360 and determined that the expected undiscounted cash flows of the asset group exceeded its carrying amount, indicating that the long-lived assets were not impaired. In accordance with ASC 350, we performed a quantitative goodwill impairment test, which indicated that the carrying amount of the reporting unit exceeded the estimated fair value of the reporting unit, indicating that the goodwill of the reporting unit was impaired. We recorded an impairment charge of $3.1 million related to the Infusion Technology segment's goodwill during the nine months ended April 30, 2025.

	Three Months Ended October 31,						Change
	2025			2024			$			%
	(in thousands)
Rental – Third Party	$	56		$	50		$	6			12	%
Rental – Related Party		30			27			3			11	%
General and administrative		(57	)		(121	)		64			53	%
Depreciation and amortization		(17	)		(15	)		(2	)		(13	)%
Income (loss) from operations	$	12		$	(59	)	$	71			(120	)%

~~On March~~General ~~14,~~and ~~2025,~~administrative ~~Day~~expenses. ~~Three~~General and ~~Labs~~administrative ~~Manufacturing~~expenses ~~entered~~consist ~~into~~mainly ~~the~~of ~~DTLM~~real ~~Sale~~estate ~~Agreement~~taxes, ~~pursuant~~payroll, toaccounting ~~which~~and ~~they~~legal ~~sold~~fees, ~~assets~~as ~~and~~well ~~licensed~~as ~~certain applications~~building ofoperating ~~their~~and office ~~Unlokt™~~expenses. ~~technology~~The ~~used~~decrease in ~~Infusion~~general ~~Technology~~and ~~services~~administrative ~~(see~~expenses ~~Note~~during 13the three months ended October 31, 2025 compared to the ~~accompanying~~three months ~~consolidated~~ended ~~financial statements)~~October 31, 2024 is primarily the result of a decrease in real estate taxes.

5542

~~Real Estate~~Consolidated ~~segment~~Operations

~~The Real~~Our ~~Estate~~consolidated ~~segment~~income ~~consists~~and ofexpense aline ~~portion~~items below ~~of a commercial building in Israel. Consolidated revenue, expenses and~~ loss ~~for~~from ~~our~~operations ~~Real Estate segment~~ were as follows:

	Three Months Ended April 30,						Change
	Three Months Ended October 31,						Change
	2025			2024			$			%
	(in thousands)
Rental – Third Party	$	49		$	47		$	2			4	%
Loss from operations	$	(10,141	)	$	(3,844	)	$	(6,297	)		(164	)%
Rental – Related Party		28			27			1			4	%
Interest income		399			568			(169	)		(30	)%
General and administrative		(31	)		(62	)		31			50	%
Realized gain on available-for-sale securities		—			194			(194	)		(100	)%
Depreciation and amortization		(15	)		(29	)		14			48	%
Unrealized loss on investment - Cyclo		—			(4,365	)		4,365			100	%
Income (loss) from operations	$	31		$	(17	)	$	48			282	%
Unrealized loss on convertible notes receivable, due from Cyclo		—			(1,588	)		1,588			(100	)%
Interest expense		(160	)		(162	)		2			1	%
Other income (loss), net		115			(2	)		117			(5850	)%
Loss before income taxes		(9,787	)		(9,199	)		(588	)		(6	)%
Provision for income taxes		(10	)		(12	)		2			(17	)%
Consolidated net loss		(9,797	)		(9,211	)		(586	)		(6	)%
Net income (loss) attributable to noncontrolling interests		19			(205	)		224			109	%
Net loss attributable to Rafael Holdings, Inc.	$	(9,816	)	$	(9,006	)	$	(810	)		(9	)%

	Nine Months Ended April 30,						Change
	2025			2024			$			%
	(in thousands)
Rental – Third Party	$	147		$	129		$	18			14	%
Rental – Related Party		84			81			3			4	%
General and administrative		(198	)		(109	)		(89	)		(82	)%
Depreciation and amortization		(46	)		(45	)		(1	)		(2	)%
(Loss) income from operations	$	(13	)	$	56		$	(69	)		(123	)%

Interest income. We recorded interest income of $0.4 million and $0.6 million for the three months ended October 31, 2025 and 2024, respectively. In November 2024, we sold our investments in available-for-sale securities and cash equivalents to reallocate assets to better align with our strategic goals. Accordingly, interest income has decreased due to a lower interest rate and decreased interest income earning balances.

~~Consolidated~~Realized gain on available-for-sale securities. ~~Operations~~We recognized a realized gain on available-for-sale securities of $0.2 million for the three months ended October 31, 2024, related to sale and maturity activity.

~~Our~~Unrealized loss on investment - Cyclo. Unrealized ~~consolidated~~gains ~~income~~and losses on investment - Cyclo are recognized as a result of changes in the fair value of our investments in Cyclo common stock and ~~expense~~warrants ~~line~~which ~~items~~fluctuated ~~below~~due to the volatility of the market price of Cyclo common stock leading up to the Cyclo Merger. We recorded an unrealized loss ~~from~~of ~~operations~~$4.4 ~~were~~million asfor ~~follows:~~the three months ended October 31, 2024.

	Three Months Ended April 30,						Change
	2025			2024			$			%
	(in thousands)
Loss from operations	$	(5,913	)	$	(93,161	)	$	87,248			94	%
Interest income		472			502			(30	)		6	%
Realized gain on available-for-sale securities		—			945			(945	)		(100	)%
Unrealized loss on investment - Cyclo		(1,393	)		(4,395	)		3,002			(68	)%
Unrealized gain on convertible notes receivable, due from Cyclo		383			—			383			100	%
Unrealized loss on investment - Hedge Funds		—			(3	)		3			(100	)%
Recovery of receivables from Cornerstone		—			31,305			(31,305	)		(100	)%
Interest expense		(165	)		(85	)		(80	)		94	%
Other income, net		154			—			154			100	%
Loss before income taxes		(6,462	)		(64,892	)		58,430			90	%
Benefit from income taxes		2,411			2,599			(188	)		7	%
Consolidated net loss		(4,051	)		(62,293	)		58,242			93	%
Net income (loss) attributable to noncontrolling interests		728			(29,942	)		30,670			102	%
Net loss attributable to Rafael Holdings, Inc.	$	(4,779	)	$	(32,351	)	$	27,572			85	%

Unrealized loss on convertible notes receivable, due from Cyclo. We recorded an unrealized loss of $1.6 million for the three months ended October 31, 2024 related to the change in fair value of our convertible notes receivable due from Cyclo, which were forgiven as part of the Cyclo merger and therefore not held during the three months ended October 31, 2025.

56Interest expense. We recorded interest expense of $0.2 million and $0.2 million for the three months ended October 31, 2025 and 2024, respectively, related to Cornerstone’s convertible notes and creditor payable.

	Nine Months Ended April 30,						Change
	2025			2024			$			%
	(in thousands)
Loss from operations	$	(16,396	)	$	(98,782	)	$	82,386			83	%
Interest income		1,529			1,777			(248	)		(14	)%
Loss on initial investment in Day Three upon acquisition		—			(1,633	)		1,633			(100	)%
Realized gain on available-for-sale securities		178			1,521			(1,343	)		(88	)%
Realized loss on investment in equity securities		—			(46	)		46			(100	)%
Realized gain on investment - Cyclo		—			424			(424	)		(100	)%
Unrealized (loss) gain on investment - Cyclo		(5,144	)		3,199			(8,343	)		(261	)%
Unrealized loss on convertible notes receivable, due from Cyclo		(719	)		—			(719	)		100	%
Unrealized loss on investment - Hedge Funds		—			(118	)		118			(100	)%
Recovery of receivables from Cornerstone		—			31,305			(31,305	)		(100	)%
Interest expense		(490	)		(85	)		(405	)		(476	)%
Other income, net		74			118			(44	)		(37	)%
Loss before income taxes		(20,968	)		(62,320	)		41,352			66	%
Benefit from income taxes		2,379			2,593			(214	)		(8	)%
Equity in loss of Day Three		—			(422	)		422			(100	)%
Consolidated net loss		(18,589	)		(60,149	)		41,560			69	%
Net loss attributable to noncontrolling interests		(163	)		(30,207	)		30,044			99	%
Net loss attributable to Rafael Holdings, Inc.	$	(18,426	)	$	(29,942	)	$	11,516			38	%

Other income, net. Other income, net was $0.1 million for the three months ended October 31, 2025 primarily due to the gain on sale of Cornerstone’s fixed assets of $0.1 million. Other income, net was $2 thousand for the three months ended October 31, 2024, related primarily to the dissolution of a majority owned subsidiary.

~~Interest income.~~Net ~~We recorded interest~~ income of(loss) ~~$0.5~~attributable ~~million~~to ~~for the three months ended April~~noncontrolling ~~30, 2025 and 2024, respectively, and interest income of $1~~interests.5 ~~million~~The ~~and~~change ~~$1.8 million~~in ~~for~~ the ~~nine~~net ~~months~~income ~~ended~~(loss) ~~April~~attributable ~~30,~~to ~~2025~~noncontrolling ~~and~~interests ~~2024,~~is ~~respectively.~~primarily Inattributed ~~November~~to ~~2024,~~higher wenet ~~sold~~losses at ~~our~~certain ~~investments in available~~majority-~~for-sale securities~~owned ~~and~~subsidiaries ~~cash~~during ~~equivalents~~the tothree ~~reallocate~~months ~~assets~~ended toOctober ~~better align with our strategic goals. Accordingly~~31, ~~interest income has decreased due to a lower interest rate earned on these assets~~2024.

Realized gain on available-for-sale securities. We recognized a realized gain of $0.2 million for the nine months ended April 30, 2025 related to the maturity of certain available-for-sale securities and the sale of our available-for-sale securities in November 2024. We did not recognize a realized gain on available-for-sale securities during the three months ended April 30, 2025 due to the sale of our available-for-sale securities in November 2024. We recognized a realized gain on available-for-sale securities of $0.9 million and $1.5 million for the three and nine months ended April 30, 2024, respectively, related to the sale and maturity of available-for-sale securities.43

~~Unrealized (loss)~~Liquidity ~~gain on investment - Cyclo. Unrealized gains~~ and ~~losses~~Capital on investment - Cyclo are recognized as a result of changes in the fair value of our investments in Cyclo common stock and warrants which fluctuate due to the volatility of the market price of Cyclo common stock leading up to the Cyclo Merger. We recorded an unrealized loss of $1.4 million and $5.1 million for the three and nine months ended April 30, 2025, respectively. We recorded an unrealized loss of $4.4 million and an unrealized gain of $3.2 million for the three and nine months ended April 30, 2024, respectively.Resources

Unrealized gain (loss) on convertible notes receivable, due from Cyclo. We recorded an unrealized gain of $0.4 million and an unrealized loss of $0.7 million for the three and nine months ended April 30, 2025, respectively, on our convertible notes receivable, due from Cyclo. The outstanding principal and accrued interest on the Cyclo Convertible Notes were forgiven in the Cyclo Merger.

	October 31,		July 31,			Change
	2025			2025		$			%
Balance Sheet Data:	(in thousands)
Cash and cash equivalents	$	45,539		$	52,769	$	(7,230	)		(14	)%
Convertible notes receivable classified as available-for-sale		1,858			1,858		—			—	%
Working capital		36,245			45,114		(8,869	)		(20	)%
Total assets		105,375			114,109		(8,734	)		(8	)%
Total equity attributable to Rafael Holdings, Inc.		85,181			94,391		(9,210	)		(10	)%
Noncontrolling interests		3,999			3,980		19			—	%
Total equity	$	89,180		$	98,371	$	(9,191	)		(9	)%

Unrealized loss on investment - Hedge Funds. We recorded an unrealized loss of $3 thousand and $118 thousand for the three and nine months ended April 30, 2024, respectively. During the nine months ended April 30, 2025, we requested a withdrawal of our remaining balance in Hedge Fund Investments, and no longer hold any hedge fund investments.

	Three Months Ended October 31,						Change
	2025			2024			$			%
Cash flows (used in) provided by:	(in thousands)
Operating activities	$	(6,806	)	$	(3,042	)	$	(3,764	)		(124	)%
Investing activities		(430	)		8,575			(9,005	)		105	%
Financing activities		(30	)		(48	)		18			38	%
Effect of exchange rates on cash and cash equivalents		36			(1	)		37			3700	%
Increase (decrease) in cash and cash equivalents	$	(7,230	)	$	5,484		$	(12,714	)		(232	)%

57Capital Resources

~~Interest expense.~~As ~~Interest~~of ~~expense~~October 31, ~~was~~2025, ~~$0.2~~we ~~million~~ held cash and cash equivalents of approximately $045.5 million. ~~for~~We expect the ~~three~~balance ~~and~~of ~~nine~~cash ~~months~~and ~~ended~~cash ~~April~~equivalents ~~30,~~to ~~2025,~~be ~~respectively, which~~sufficient isto ~~attributable~~meet toour ~~liabilities~~obligations for ~~assumed~~at inleast the ~~Cornerstone~~next ~~Acquisition~~12 inmonths ~~March~~from ~~2024. Interest expense was $0.1 million for~~ the ~~three~~filing ~~and~~of ~~nine~~this ~~months~~Quarterly ~~ended~~Report ~~April~~on ~~30,~~Form ~~2024~~10-Q.

~~Other income,~~Operating net. Other income, net was $0.2 million and $0.1 million for the three and nine months ended April 30, 2025, respectively, due to the gain on sale related to the DTLM Sale Transactions and gain on sale of Cornerstone's IPR&D. Other income, net was $0 and $0.1 million for the three and nine months ended April 30, 2024, respectively, related to the dissolution of a majority owned subsidiary.Activities

~~Equity~~For the three months ended October 31, 2025, cash used in ~~loss~~operating ofactivities ~~Day~~was ~~Three~~$6.8 Wemillion, ~~recognized~~impacted by a net loss of $09.48 million ~~from~~adjusted ~~our~~for ~~ownership~~non-cash ~~interest~~items intotaling ~~Day~~$0.6 million. ~~Three~~Cash ~~due~~generated tofrom operating ~~results~~assets ~~for~~ and liabilities primarily included the ~~nine~~collection ~~months~~of ~~ended~~other ~~April~~receivables ~~30,~~of ~~2024~~$1.2 Asmillion and ofaccounts ~~January~~receivable of $0.2, ~~2024~~million, ~~Day~~as ~~Three~~well isas an increase in accounts payable and accrued expenses of $0.5 and a ~~majority-owned~~decrease ~~subsidiary~~in ~~which~~prepaid clinical istrial ~~consolidated~~costs of $0.2 million.

~~Net~~For the three months ended October 31, 2024, ~~loss~~cash ~~attributable~~used toin ~~noncontrolling~~operating ~~interests~~activities was $3.0 ~~The~~million, ~~change~~impacted inby ~~the~~a net loss ~~attributable~~of to$9.2 ~~noncontrolling~~million ~~interests~~adjusted isfor ~~primarily~~non-cash ~~attributed~~items totaling $5.9 tomillion. ~~acquisition~~Cash used from operating assets and liabilities primarily included the collection of ~~Cornerstone~~$0.2 million of accounts receivable and $0.1 ~~Day~~million ~~Three~~of interest receivables, offset by a decrease in accounts payable and ~~the~~accrued ~~consolidation~~expenses of ~~their~~$0.1 ~~activity~~million.

~~Liquidity and~~Investing ~~Capital Resources~~Activities

	April 30,		July 31,		Change
	2025		2024		$			%
Balance Sheet Data:	(in thousands)
Cash and cash equivalents	$	37,936	$	2,675	$	35,261			1318	%
Convertible notes receivable classified as available-for-sale		1,719		1,146		573			50	%
Installment note payable		—		1,700		(1,700	)		(100	)%
Working capital		31,413		64,988		(33,575	)		(52	)%
Total assets		108,096		96,832		11,264			12	%
Total equity attributable to Rafael Holdings, Inc.		80,578		82,185		(1,607	)		(2	)%
Noncontrolling interests		3,940		4,073		(133	)		3	%
Total equity		84,518		86,258		(1,740	)		(2	)%

Cash used in investing activities for the three months ended October 31, 2025 was primarily due to the purchase of preferred shares from Nina Medical for $0.5 million, offset by proceeds of $0.1 million from the sale of property and equipment.

	Nine Months Ended April 30,						Change
	2025			2024			$			%
Cash flows (used in) provided by:	(in thousands)
Operating activities	$	(8,547	)	$	(4,913	)	$	(3,634	)		(74	)%
Investing activities		43,872			(8,946	)		52,818			590	%
Financing activities		(64	)		(155	)		91			59	%
Effect of exchange rates on cash and cash equivalents		—			(48	)		48			100	%
Increase (decrease) in cash and cash equivalents	$	35,261		$	(14,062	)		49,323			(351	)%

Cash provided by investing activities for the three months ended October 31, 2024 was primarily due to proceeds of $33.3 million from sales and maturities of available-for-sale securities., offset by purchases of available-for-sale securities of approximately $15.7 million, and purchases of $9.0 million in convertible notes receivable, due from Cyclo.

~~Capital Resources~~44

~~As of~~Financing April 30, 2025, we held cash and cash equivalents of approximately $37.9 million. We expect the balance of cash and cash equivalents to be sufficient to meet our obligations for at least the next 12 months from the filing of this Quarterly Report on Form 10-Q.Activities

~~Operating~~Cash used in financing activities for the three ~~Activities~~months ended October 31, 2025 was primarily related to $28 thousand of payments for taxes on shares withheld for employee taxes.

Cash used in ~~operating~~financing activities ~~increased by $3.6 million from cash used of $4.9 million~~ for the ~~nine~~ three months ended ~~April~~October 3031, 2024 towas ~~cash used of $8.5 million for the nine months ended April 30, 2025,~~ primarily ~~due~~related to anthe ~~increase~~$48 thousand of ~~operating~~payments ~~activity~~for ~~following~~taxes ~~the~~on ~~Cyclo Merger~~shares ~~offset~~withheld byfor ~~the~~employee ~~changes in operating assets and liabilities~~taxes.

58We do not anticipate paying dividends on our common stock until we achieve sustainable profitability and retain certain minimum cash reserves. The payment of dividends in any specific period will be at the sole discretion of our Board of Directors.

~~Investing Activities~~Critical Accounting Estimates

~~Cash provided~~We byhave ~~investing~~chosen ~~activities~~accounting ~~for~~policies ~~the~~that ~~nine~~we ~~months~~believe are ~~ended~~appropriate ~~April~~to ~~30,~~accurately ~~2025~~and ~~was~~fairly ~~primarily~~report ~~due~~our tooperating ~~proceeds~~results ofand ~~$80.7~~financial ~~million~~condition ~~from~~in ~~sales~~conformity ~~and maturities~~with ofU.S. ~~available-for-sale~~GAAP. ~~securities~~We ~~and~~apply these ~~$2.3~~accounting ~~million~~policies in ~~proceeds~~a ~~from~~consistent ~~hedge~~manner. ~~funds,~~Our ~~partially~~significant ~~offset~~accounting bypolicies ~~purchases~~are ofdiscussed ~~available-for-sale securities~~in ofNote ~~approximately~~2, ~~$16.9~~“Summary ~~million and payments~~ of ~~$19.5~~Significant Accounting ~~million~~Policies”, ~~for~~in ~~convertible~~our ~~notes~~accompanying ~~due~~consolidated ~~from~~financial ~~Cyclo~~statements.

~~Cash~~The application of critical accounting policies ~~used~~requires inthat ~~investing~~we ~~activities~~make ~~for~~estimates and assumptions that affect the ~~nine~~reported ~~months~~amounts ~~ended~~of ~~April~~assets, 30liabilities, ~~2024~~revenues ~~was~~and ~~primarily~~expenses ~~due~~and related disclosures. These estimates and assumptions are based on historical and other factors believed to ~~purchases~~be ofreasonable ~~available-for-sale~~under ~~securities~~the circumstances. ofWe ~~approximately~~evaluate ~~$133.7~~these ~~million~~estimates and assumptions on an ongoing basis and may retain outside consultants to assist in our evaluation. If actual results ultimately differ from previous estimates, the ~~investment~~revisions are included in ~~Cyclo~~results of $6operations in the period in which the actual amounts become known.8 ~~million,~~The ~~partially~~critical ~~offset~~accounting bypolicies ~~proceeds~~that involve the most significant management judgments and estimates used in preparation of ~~$129.0~~our ~~million~~consolidated financial statements, or are the most sensitive to change from ~~sales~~outside factors, are discussed in the Critical Accounting ~~and~~Estimates ~~maturities~~section in Item 7 of ~~available-for-sale~~the ~~securities~~Annual ~~and~~Report ~~$2.5~~on ~~million~~Form in10-K ~~proceeds~~for ~~from~~fiscal ~~hedge~~year ~~funds~~2025.

~~Financing Activities~~Off-Balance Sheet Arrangements

~~Cash used~~We indo ~~financing~~not ~~activities~~have ~~for~~any ~~the~~“off-balance ~~nine~~sheet ~~months ended April 30~~arrangements”, as ~~2025~~defined ~~was~~in ~~related~~relevant toSEC aregulations, ~~payment~~that ~~for~~are ~~taxes~~reasonably ~~related~~likely to ~~shares~~have ~~withheld~~a ~~for employee~~current ~~taxes~~or offuture ~~$108~~effect ~~thousand~~on ~~and~~our ~~offset~~financial bycondition, ~~proceeds from sale~~ results of ~~RMD~~operations, ~~membership~~liquidity, ~~units~~capital ofexpenditures ~~$44~~or ~~thousand~~capital resources.

Cash provided by financing activities for the nine months ended April 30, 2024 was primarily related to proceeds from sale of RMD membership units of $0.9 million, partially offset by principal payments on our installment note payable of $0.8 million.45

~~We do~~Item ~~not~~3. ~~anticipate~~Quantitative ~~paying dividends on our common stock until we achieve sustainable profitability~~ and ~~retain~~Qualitative ~~certain~~Disclosures ~~minimum~~about ~~cash~~Market ~~reserves. The payment of dividends in any specific period will be at the sole discretion of our Board of Directors.~~Risks

~~Critical Accounting~~FOREIGN ~~Estimates~~CURRENCY RISK

~~We have~~Revenue ~~chosen~~from ~~accounting~~tenants ~~policies~~located ~~that~~in weIsrael ~~believe~~represented 36% ~~are~~and ~~appropriate~~60% toof ~~accurately~~our ~~and~~consolidated ~~fairly~~revenues ~~report~~for ~~our~~the ~~operating~~three ~~results~~months ended October 31, 2025 and ~~financial~~2024, ~~condition~~respectively. The entirety of these revenues is in ~~conformity~~currencies ~~with~~other than the U.S. ~~GAAP~~Dollar. WeOur ~~apply~~foreign ~~these~~currency ~~accounting~~exchange ~~policies~~risk inis somewhat mitigated by our ability to offset a ~~consistent~~portion of ~~manner~~these non-U.S. ~~Our~~Dollar-denominated ~~significant~~revenues ~~accounting~~with ~~policies~~operating expenses that are ~~discussed~~paid in the same currencies. While the impact from fluctuations in ~~Note~~foreign 2,exchange ~~“Summary~~rates ofaffects ~~Significant~~our ~~Accounting~~revenues ~~Policies”,~~and expenses denominated in foreign currencies, the net amount of our ~~accompanying~~exposure ~~consolidated~~to ~~financial~~foreign currency ~~statements~~exchange rate changes at the end of each reporting period is generally not material.

~~The application~~Item ~~of critical accounting policies requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures~~4. ~~These~~Controls ~~estimates~~ and assumptions are based on historical and other factors believed to be reasonable under the circumstances. We evaluate these estimates and assumptions on an ongoing basis and may retain outside consultants to assist in our evaluation. If actual results ultimately differ from previous estimates, the revisions are included in results of operations in the period in which the actual amounts become known. The critical accounting policies that involve the most significant management judgments and estimates used in preparation of our consolidated financial statements, or are the most sensitive to change from outside factors, are discussed in the Critical Accounting Estimates section in Item 7 of the Annual Report on Form 10-K/A for fiscal 2024. There were no material changes during the nine months ended April 30, 2025 to the Critical Accounting Estimates previously disclosed except as follows:Procedures

~~Impairment~~ Evaluation of ~~Long-Lived~~Disclosure ~~Assets~~Controls and Procedures

InAn evaluation was performed under the supervision ~~accordance~~and with ~~Financial~~the ~~Accounting~~participation ~~Standards~~of ~~Board~~the ~~(“FASB”)~~Company’s ~~Accounting~~management, ~~Standards~~including ~~Codification~~the ~~(“ASC”)~~Chief ~~360, Property,~~Executive ~~Plant,~~Officer and ~~Equipment~~Chief ~~(“ASC~~Financial ~~360”)~~Officer, of the effectiveness ~~Company~~of ~~assesses~~ the ~~recoverability~~design and operation of ~~long-lived~~the ~~assets,~~Company’s ~~which~~disclosure ~~include property~~controls and ~~equipment,~~procedures ~~intangible~~(as ~~assets,~~defined in Rule 13a-~~process~~15(e) ~~research~~promulgated under ~~and~~the ~~development~~Securities and ~~patents~~Exchange Act of 1934, ~~whenever~~as ~~significant~~amended) ~~events~~as orof ~~changes~~October 31, ~~in circumstances~~2025. ~~indicate~~On ~~that~~March 25, 2025, the ~~carrying~~Company ~~amount~~acquired ofCyclo Therapeutics, anInc. ~~asset~~(Cyclo) ~~group~~in ~~may~~a ~~not~~business becombination ~~recoverable.~~as Ifdescribed ~~indicators~~in ofNote ~~impairment~~3 ~~exist,~~– ~~projected future~~Cyclo ~~undiscounted~~Merger ~~cash~~to ~~flows~~our ~~associated~~audited ~~with~~Consolidated ~~the~~Financial Statements. ~~asset~~Management ~~group~~has ~~are~~excluded ~~compared~~the toacquired business from its ~~carrying~~assessment ~~amount~~of tothe ~~determine~~effectiveness ~~whether~~of the ~~asset~~disclosure ~~group's~~controls and procedures ~~carrying~~as ~~value~~of isOctober 31, ~~recoverable~~2025. ~~Any~~Based ~~resulting~~on ~~impairment~~that isevaluation, ~~recorded~~the asCompany’s amanagement, ~~reduction~~including in the ~~carrying~~President ~~value~~and ofChief ~~the~~Executive ~~related~~Officer and ~~asset~~Chief inFinancial ~~excess of~~Officer, ~~fair~~concluded ~~value~~that ~~and~~the aCompany’s ~~charge~~disclosure tocontrols ~~operating~~and ~~results~~procedures were effective.

~~Due to~~Material ~~reductions~~Weakness in ~~certain operations including a layoff within~~ the ~~Company's~~Acquired ~~Infusion Technology segment, the Company concluded that a~~Business’s ~~triggering~~Internal ~~event~~Control ~~occurred~~Over ~~during~~Financial November 2024 under ASC 360 that required the Company to evaluate long-lived assets within the Infusion Technology segment for potential impairment. Accordingly, the Company completed an analysis pursuant to ASC 360, wherein the income approach utilized an undiscounted cash flow model, considering projected future cash flows (including timing and profitability) and perpetual growth rate, and determined that the expected undiscounted cash flows of the asset group exceeded its carrying amount, indicating that the long-lived assets were not impaired.Reporting

~~For~~ As reported in Item 9A in the ~~three~~Company’s annual ~~and~~financial ~~nine~~statements ~~months~~on ~~ended~~Form ~~April~~10-K, 30filed on October 29, 2025, ~~and~~on ~~2024~~March 25, 2025, the Company ~~determined~~acquired ~~there~~Cyclo ~~was~~in noa ~~impairment~~business combination and has excluded the acquired entity from the July 31, 2025 evaluation of ~~its~~the ~~long~~effectiveness of internal control over financial reporting and disclosure controls and procedures. However, management identified a material weakness in internal control over financial reporting related to the accruals and expenses recognized at Cyclo, a wholly-~~lived~~owned ~~assets~~subsidiary.

59A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

~~Goodwill~~The internal controls over financial reporting at Cyclo were not appropriately designed or operating effectively to ensure accruals and associated expenses were recorded completely and accurately, due to inadequately designed controls surrounding the month end accrual identification, measurement and recognition process, including in the area of clinical trial accruals;

The ~~Company~~ ~~assesses~~material ~~goodwill~~weakness ~~for~~described ~~impairment~~above onresulted anin ~~annual basis or more frequently when events and circumstances occur indicating that~~ the ~~recorded~~ ~~goodwill may be impaired. The Company regularly monitors current business conditions and other factors including, but not limited~~identification ~~to, adverse industry or economic trends and lower projections~~ of ~~profitability~~immaterial ~~that may impact future operating results. The process of evaluating the potential impairment of goodwill requires significant judgment. In performing the Company's annual goodwill impairment test~~misstatements, ~~the~~which ~~Company~~were iscorrected ~~permitted~~within ~~to first assess qualitative factors to determine whether it is more likely than not that~~ the ~~fair~~consolidated value of any of the Company's reporting units is less than its carrying amount, including goodwill. In performing the qualitative assessment, the Company considers certain events and circumstances specific to the reporting unit and the entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial ~~performance~~statements ~~and~~for ~~cost factors when evaluating whether it is more likely than not that~~ the ~~fair~~year ~~value~~ended ofJuly any of the reporting units is less than its carrying amount. The Company is also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment and concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount31, ~~the~~2025 ~~Company would~~included ~~then~~in ~~proceed to~~ the ~~quantitative~~Form ~~impairment~~10-K ~~test.~~filed Inon ~~the~~October ~~quantitative assessment~~29, ~~the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill~~2025. ~~If the fair value exceeds the carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.~~

~~The Company~~Remediation ~~assesses~~Plan ~~goodwill~~ for ~~impairment~~Material onWeakness ~~an annual basis as of May 31 or more frequently when events and circumstances occur indicating~~in ~~that~~Internal ~~recorded~~Control ~~goodwill~~Over ~~may~~Financial ~~be impaired.~~Reporting

~~Due to~~In ~~reductions~~response into ~~certain operations including a layoff within~~ the ~~Company's~~material ~~Infusion~~weakness ~~Technology segment~~identified above, the Company ~~concluded~~developed ~~that~~ a ~~triggering~~ ~~event~~plan, ~~occurred~~which ~~during~~will ~~November~~be ~~2024~~updated ~~under~~as ~~ASC~~deemed ~~350~~necessary, ~~that~~to ~~required~~remediate the ~~Company~~material toweakness ~~assess~~at ifCyclo, ~~there was an impairment. In accordance~~including ~~with~~enhancing ~~ASC 350,~~ the ~~Company~~design ~~performed a quantitative goodwill impairment test that utilized a combination~~ of ~~an income~~ and ~~market~~implementing ~~approach to~~additional ~~assess~~process-level ~~the~~control ~~fair~~activities ~~value of the reporting unit as of November 30, 2024. The income approach utilized a discounted cash flow model, considering projected future cash flows (including timing~~ and ~~profitability),~~ensuring ~~discount~~they ~~rate~~are ~~reflecting~~properly ~~the~~evidenced ~~risk inherent in future cash flows,~~ and ~~perpetual~~ ~~growth rate, while the guideline public company market approach used guideline public company revenue multiples from a selection~~operating ~~of comparable public companies~~effectively. ~~The~~Such ~~quantitative~~design ~~goodwill~~and ~~impairment~~implementation ~~test~~control ~~indicated~~activities ~~that~~will ~~the carrying amount of the reporting unit exceeded the estimated fair value of the reporting unit~~include, ~~indicating~~but ~~that~~not ~~the~~be ~~goodwill~~limited ~~of the reporting unit was impaired. The Company recorded an impairment charge of $3.1 million related~~ to ~~the Infusion Technology segment's goodwill during the nine months ended April 30, 2025.~~:

~~Product Revenues~~● Integration of Cyclo’s vendor and accounts payable management process into the Company’s existing control process;

~~In the~~● ~~U.S.~~Integration weof ~~sell~~Cyclo’s ~~our~~accrual ~~products~~process ~~directly~~into tothe ~~end~~Company’s ~~users~~existing orcontrol through wholesale distributors. In other countries, we sell our products primarily to wholesale distributors and other third-party distribution partners. These customers subsequently resell our products to health care providers and patients.process;

~~Revenues from~~● ~~product~~Development ~~sales are recognized when the customer obtains control~~ of ~~our~~Cyclo’s ~~product,~~analytical ~~which~~review ~~occurs~~process; ~~at a point in time, typically upon delivery to the customer. We expense incremental costs of obtaining a contract as~~ and when incurred if the expected amortization period of the asset that we would have recognized is one year or less or the amount is immaterial. We treat shipping and handling costs performed after a customer obtains control of the product as a fulfillment cost. We have identified one performance obligation in our contracts with customers which is the delivery of product to our customers. The transaction price is recognized in full when we deliver the product to our customer, which is the point at which we have satisfied our performance obligation.

~~Inventory and~~● ~~Cost~~Development of ~~Goods~~Cyclo’s ~~Sold~~clinical trial accrual estimation process.

~~Inventory consists~~Because ~~of cyclodextrin products and chemical complexes purchased for resale recorded at~~ the ~~lower~~reliability of ~~cost~~the ~~(first-in,~~internal ~~first-out) or~~control ~~net~~process ~~realizable~~requires ~~value.~~repeatable ~~Included~~execution, inthe ~~inventory~~successful ison-going ~~inventory~~remediation ~~acquired~~of in the ~~Cyclo~~material ~~Merger~~weakness ~~that~~will ~~was~~require ~~recognized~~on-going atreview ~~its fair value of $270 thousand~~and onevidence ~~the date~~ of ~~the~~effectiveness ~~Merger.~~prior ~~Cost~~to ofconcluding ~~products~~that ~~sold includes~~ the ~~acquisition~~controls ~~cost~~are ~~of the products sold~~effective. The Company’s ~~records~~remediation aefforts ~~specific~~are ~~reserve~~underway; ~~for~~however, ~~inventory~~there ~~items~~is ~~that~~no ~~are~~assurance ~~determined~~that tothe beremediation ~~obsolete.~~efforts ~~The~~will ~~Company~~be ~~determined~~effective noin ~~reserve~~the ~~for~~future ~~obsolete~~or ~~inventory~~that ~~was~~additional ~~necessary~~material asweaknesses ofwill ~~April 30, 2025. The Company did~~ not ~~have~~develop ~~any~~or ~~inventory~~be ~~as of July 31, 2024~~identified.

60Changes in Internal Control Over Financial Reporting

~~Prepaid~~Except as described above, there was no change ~~Clinical~~in ~~Expenses~~our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by the Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Prepaid clinical expenses consist of the Company's active pharmaceutical ingredients and other raw materials for Trappsol® Cyclo™, that is expected to be used in its clinical trial program, recorded at cost. In addition, advance payments for goods or services for future research and development activities are included as prepaid clinical expenses. Prepaid clinical expenses are expensed as research and development costs as the goods are delivered or the related services are performed. Prepaid clinical expenses expected to be utilized beyond one year from the balance sheet date are classified as non-current assets.46

~~Off-Balance Sheet~~Part ~~Arrangements~~II

~~We do~~Item ~~not~~1. ~~have~~Legal any “off-balance sheet arrangements”, as defined in relevant SEC regulations, that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.Proceedings

~~Item~~Legal proceedings disclosure is presented in ~~3. Quantitative~~Note ~~and~~18 ~~Qualitative~~to ~~Disclosures~~our ~~about~~Consolidated ~~Market~~Financial ~~Risks~~Statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.

~~FOREIGN CURRENCY~~Item ~~RISK~~1A. Risk Factors

~~Revenue from~~There ~~tenants~~were ~~located~~no inmaterial ~~Israel~~changes ~~represented~~from ~~41% and 44% of our consolidated revenues for~~ the ~~nine months ended April 30, 2025 and 2024,~~risk ~~respectively.~~factors ~~The~~previously ~~entirety~~disclosed ~~of these revenues is~~ in ~~currencies~~Item ~~other~~1A ~~than the U.S. Dollar. Our foreign currency exchange risk is somewhat mitigated by our ability~~ to ~~offset~~Part aI ~~portion~~ of ~~these non-U.S. Dollar-denominated revenues with operating expenses that are paid in~~ the ~~same~~ ~~currencies.~~2025 ~~While~~Form the impact from fluctuations in foreign exchange rates affects our revenues and expenses denominated in foreign currencies, the net amount of our exposure to foreign currency exchange rate changes at the end of each reporting period is generally not material10-K.

Item 4 2. ~~Controls~~Unregistered Sales of Equity Securities and ~~Procedures~~Use of Proceeds

~~Evaluation of Disclosure Controls and Procedures~~ None.

~~An evaluation~~Item was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of April 30, 20253. ~~Based~~Defaults onUpon ~~that~~Senior evaluation, the Company’s management, including the President and Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.Securities

~~Changes in Internal Control over Financial Reporting~~None.

~~There were~~Item no4. ~~significant~~Mine ~~changes~~Safety made in the Company’s internal control over financial reporting during the quarter ended April 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.Disclosures

61Not applicable.

~~Part II~~Item 5. Other Information

~~Item 1~~None. ~~Legal Proceedings~~

~~Legal proceedings disclosure is presented in Note 23 to our Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.~~47

Item 1A 6. ~~Risk~~Exhibits, ~~Factors~~Financial Statement Schedules.

There were no material changes from the risk factors previously disclosed in Item 1A to Part I of the 2024 Form 10-K/A except as described below:

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~We rely~~* ~~upon~~Filed ~~third~~or ~~parties~~furnished ~~for the manufacture of Trappsol® Cyclo™ and are dependent on their quality and effectiveness~~herewith.

Trappsol® Cyclo™ requires precise, high-quality manufacturing. The failure to achieve and maintain high manufacturing standards, including the failure to conform to c-GMP (current Good Manufacturing Practice), or to detect or control anticipated or unanticipated manufacturing errors or the frequent occurrence of such errors, could result in discontinuance or delay of ongoing or planned clinical trials, delays or failures in product testing or delivery, cost overruns, product recalls or withdrawals, patient injury or death, and other problems that could seriously hurt our business. Contract drug manufacturers often encounter difficulties involving production yields, quality control and quality assurance and shortages of qualified personnel. These manufacturers are subject to stringent regulatory requirements, including the FDA’s c-GMP regulations and similar foreign laws and standards. If our contract manufacturers fail to maintain ongoing compliance at any time, the production of our product candidates could be interrupted, resulting in delays or discontinuance of our clinical trials, additional costs and loss of potential revenues.48

We are dependent on the Cyclo management team, and our ability to advance the development, clinical texting, regulatory approval of our lead candidate, Trappsol® Cyclo™ may be materially and adversely affected if we lose them.Signatures

~~The success~~Pursuant ofto ~~Cyclo~~the torequirements ~~date~~of ~~has~~Section ~~largely~~13 ~~depended~~or 15(d) onof the ~~efforts~~Securities ~~and~~Exchange ~~abilities~~Act of ~~the Cyclo management team~~1934, ~~namely~~the N.registrant ~~Scott~~has ~~Fine,~~duly ~~Jeffrey L.~~caused ~~Tate,~~this ~~Ph.D.~~Quarterly ~~and~~Report ~~Josh~~on ~~Fine.~~Form ~~Our~~10-Q ~~ability~~ to ~~advance our efforts of our Cyclo subsidiary could~~ be ~~materially~~signed ~~and~~on ~~adversely~~its ~~affected if,~~behalf ~~for~~by ~~any~~the ~~reason~~undersigned, ~~such~~thereunto ~~individuals~~duly ~~do not remain with us~~authorized.

A small number of our customers account for a substantial portion of our revenue, and the loss of any of these customers would materially decrease our revenues.

Date: December 11, 2025	Rafael Holdings, Inc.

	By:	/s/ Howard Jonas
		Howard Jonas
		Chief Executive Officer

	By:	/s/ David Polinsky
		David Polinsky
		Chief Financial Officer

Following consummation of the Cyclo Merger, sales of cyclodextrin products generates a significant portion of our revenues. In the third quarter of fiscal 2025, two major customers accounted for 77% of total revenues. Accounts receivable balances for these major customers represents 43% of total accounts receivable at April 30, 2025. We have a contract with only one of our major customers. The loss of one of these customers would materially decrease our revenues if we were unable to replace such customers.49

We are dependent on certain third-party suppliers.

http://fasb.org/srt/2025#ChiefFinancialOfficerMember 0001713863 false 2026 Q1 --07-31 0001713863 2025-08-01 2025-10-31 0001713863 rfl:ClassBCommonStockParValue001PerShareMember 2025-08-01 2025-10-31 0001713863 rfl:WarrantsToPurchaseClassBCommonStockMember 2025-08-01 2025-10-31 0001713863 us-gaap:CommonClassAMember 2025-12-10 0001713863 us-gaap:CommonClassBMember 2025-12-10 0001713863 2025-10-31 0001713863 2025-07-31 0001713863 us-gaap:RelatedPartyMember 2025-10-31 0001713863 us-gaap:RelatedPartyMember 2025-07-31 0001713863 us-gaap:CommonClassAMember 2025-10-31 0001713863 us-gaap:CommonClassAMember 2025-07-31 0001713863 us-gaap:CommonClassBMember 2025-10-31 0001713863 us-gaap:CommonClassBMember 2025-07-31 0001713863 rfl:ClassBTreasuryStockMember 2025-10-31 0001713863 rfl:ClassBTreasuryStockMember 2025-07-31 0001713863 rfl:ProductRevenueMember 2025-08-01 2025-10-31 0001713863 rfl:ProductRevenueMember 2024-08-01 2024-10-31 0001713863 rfl:InfusionTechnologyMember 2025-08-01 2025-10-31 0001713863 rfl:InfusionTechnologyMember 2024-08-01 2024-10-31 0001713863 rfl:RentalThirdPartyMember 2025-08-01 2025-10-31 0001713863 rfl:RentalThirdPartyMember 2024-08-01 2024-10-31 0001713863 rfl:RentalRelatedPartyMember 2025-08-01 2025-10-31 0001713863 rfl:RentalRelatedPartyMember 2024-08-01 2024-10-31 0001713863 2024-08-01 2024-10-31 0001713863 rfl:InfusionTechnologyRevenueMember 2025-08-01 2025-10-31 0001713863 rfl:InfusionTechnologyRevenueMember 2024-08-01 2024-10-31 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-07-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-07-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2025-07-31 0001713863 us-gaap:RetainedEarningsMember 2025-07-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-07-31 0001713863 us-gaap:NoncontrollingInterestMember 2025-07-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2025-07-31 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-08-01 2025-10-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-08-01 2025-10-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2025-08-01 2025-10-31 0001713863 us-gaap:RetainedEarningsMember 2025-08-01 2025-10-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-08-01 2025-10-31 0001713863 us-gaap:NoncontrollingInterestMember 2025-08-01 2025-10-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2025-08-01 2025-10-31 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-10-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-10-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2025-10-31 0001713863 us-gaap:RetainedEarningsMember 2025-10-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-10-31 0001713863 us-gaap:NoncontrollingInterestMember 2025-10-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2025-10-31 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-07-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-07-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2024-07-31 0001713863 us-gaap:RetainedEarningsMember 2024-07-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-31 0001713863 us-gaap:NoncontrollingInterestMember 2024-07-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2024-07-31 0001713863 2024-07-31 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-08-01 2024-10-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-08-01 2024-10-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2024-08-01 2024-10-31 0001713863 us-gaap:RetainedEarningsMember 2024-08-01 2024-10-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-08-01 2024-10-31 0001713863 us-gaap:NoncontrollingInterestMember 2024-08-01 2024-10-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2024-08-01 2024-10-31 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-10-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-10-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2024-10-31 0001713863 us-gaap:RetainedEarningsMember 2024-10-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-10-31 0001713863 us-gaap:NoncontrollingInterestMember 2024-10-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2024-10-31 0001713863 2024-10-31 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2025-10-31 0001713863 2024-03-13 2024-03-13 0001713863 rfl:RafaelMedicalDevicesIncMember 2023-08-31 0001713863 2023-08-31 0001713863 2025-02-28 0001713863 rfl:RafaelMedicalDevicesIncMember 2025-02-28 0001713863 rfl:CSPharmaHoldingsLLCMember 2025-10-31 0001713863 rfl:PharmaHoldingsLLCMember 2025-10-31 0001713863 rfl:CSPharmaHoldingsLLCOneMember 2025-10-31 0001713863 rfl:PharmaHoldingsLLCMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2025-10-31 0001713863 rfl:BroadAtlanticAssociatesLLCMember 2025-08-01 2025-10-31 0001713863 rfl:IDTREHoldingsLtdMember 2025-08-01 2025-10-31 0001713863 rfl:RafaelRealtyHoldingsIncMember 2025-08-01 2025-10-31 0001713863 rfl:BarerInstituteIncMember 2025-08-01 2025-10-31 0001713863 rfl:HillviewAvenueRealtyJVMember 2025-08-01 2025-10-31 0001713863 rfl:HillviewAvenueRealtyLLCMember 2025-08-01 2025-10-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2025-08-01 2025-10-31 0001713863 rfl:FarberPartnersLLCMember 2025-08-01 2025-10-31 0001713863 rfl:PharmaHoldingsLLCMember 2025-08-01 2025-10-31 0001713863 rfl:LipoMedixPharmaceuticalsLtdMember 2025-08-01 2025-10-31 0001713863 rfl:AltiraCapitalConsultingLLCMember 2025-08-01 2025-10-31 0001713863 rfl:CSPharmaHoldingsLLCMember 2025-08-01 2025-10-31 0001713863 rfl:DayThreeLabsIncMember 2025-08-01 2025-10-31 0001713863 rfl:CornerstonePharmaceuticalsMember 2025-08-01 2025-10-31 0001713863 rfl:RPFinanceLLCMember 2025-08-01 2025-10-31 0001713863 rfl:CycloTherapeuticsLLCMember 2025-08-01 2025-10-31 0001713863 rfl:ThirdPartyCustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-08-01 2025-10-31 0001713863 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember rfl:OneRelatedPartyTenantMember 2025-08-01 2025-10-31 0001713863 rfl:ThirdPartyCustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-08-01 2025-07-31 0001713863 rfl:ThirdPartyCustomerTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-08-01 2025-07-31 0001713863 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember rfl:OneRelatedPartyTenantMember 2024-08-01 2025-07-31 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyCustomerMember 2025-08-01 2025-10-31 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:TwoThirdPartyCustomerMember 2025-08-01 2025-10-31 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:ThreeThirdPartyCustomerMember 2025-08-01 2025-10-31 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyTenantMember 2025-08-01 2025-10-31 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneRelatedPartyTenantMember 2025-08-01 2025-10-31 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneCustomerMember 2024-08-01 2024-10-31 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneRelatedPartyTenantMember 2024-08-01 2024-10-31 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyTenantMember 2024-08-01 2024-10-31 0001713863 us-gaap:BuildingAndBuildingImprovementsMember 2025-10-31 0001713863 srt:MinimumMember rfl:TenantImprovementsMember 2025-10-31 0001713863 srt:MaximumMember rfl:TenantImprovementsMember 2025-10-31 0001713863 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2025-10-31 0001713863 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2025-10-31 0001713863 rfl:OtherprimarilyEquipmentAndFurnitureAndFixturesMember 2025-10-31 0001713863 us-gaap:CommonClassBMember 2025-03-25 2025-03-25 0001713863 rfl:CycloCommonStockMember 2025-03-25 2025-03-25 0001713863 2025-03-25 2025-03-25 0001713863 us-gaap:CommonClassBMember 2025-03-25 0001713863 rfl:CycloConvertibleNotesMember 2025-08-01 2025-10-31 0001713863 2025-03-25 0001713863 us-gaap:CustomerRelationshipsMember 2025-10-31 0001713863 rfl:CycloMember 2025-10-31 0001713863 rfl:CycloTherapeuticsLLCMember 2024-10-31 0001713863 rfl:RafaelHoldingsIncMember 2024-10-31 0001713863 rfl:FairValueOfRafaelCommonSharesIssuedMember rfl:CycloMergerMember 2025-08-01 2025-10-31 0001713863 rfl:FairValueOfRolloverOptionsMember rfl:CycloMergerMember 2025-08-01 2025-10-31 0001713863 rfl:FairValueOfReplacementWarrantsMember rfl:CycloMergerMember 2025-08-01 2025-10-31 0001713863 rfl:CashPaidToExtinguishWarrantsMember rfl:CycloMergerMember 2025-08-01 2025-10-31 0001713863 rfl:FairValueOfTheCycloConvertibleNotesWhichWereForgivenMember rfl:CycloMergerMember 2025-08-01 2025-10-31 0001713863 rfl:CycloMergerMember 2025-08-01 2025-10-31 0001713863 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2025-10-31 0001713863 rfl:InvestmentInCycloTherapeuticsLLCMember 2025-08-01 2025-10-31 0001713863 2024-12-23 2024-12-23 0001713863 2024-12-23 0001713863 rfl:RafaelHoldingsIncMember 2024-12-23 2024-12-23 0001713863 rfl:RafaelHoldingsIncMember rfl:InvestmentInCycloTherapeuticsIncMember 2024-12-23 0001713863 rfl:RafaelHoldingsIncMember 2025-08-01 2025-10-31 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember 2024-08-01 2024-10-31 0001713863 rfl:CycloConvertibleNoteIMember 2024-06-11 0001713863 rfl:CycloConvertibleNoteIMember rfl:NotePurchaseAgreementMember 2024-06-11 2024-06-11 0001713863 rfl:CycloConvertibleNoteIMember 2024-06-11 2024-06-11 0001713863 rfl:CycloConvertibleNoteIIMember 2024-07-16 0001713863 rfl:CycloConvertibleNoteIIMember rfl:FirstAmendedAndRestatedNotePurchaseAgreementMember 2024-07-16 2024-07-16 0001713863 rfl:CycloConvertibleNoteIIMember 2024-07-16 2024-07-16 0001713863 rfl:CycloConvertibleNoteIIIMember 2024-08-21 0001713863 rfl:CycloConvertibleNoteIIIMember rfl:SecondAmendedAndRestatedNotePurchaseAgreementMember 2024-08-21 2024-08-21 0001713863 rfl:CycloConvertibleNoteIIIMember 2024-08-21 2024-08-21 0001713863 rfl:CycloConvertibleNoteIVMember 2024-09-09 0001713863 rfl:CycloConvertibleNoteIVMember rfl:ThirdAmendedAndRestatedNotePurchaseAgreementMember 2024-09-09 2024-09-09 0001713863 rfl:CycloConvertibleNoteIVMember 2024-09-09 2024-09-09 0001713863 rfl:CycloConvertibleNoteMember 2024-09-09 2024-09-09 0001713863 rfl:CycloConvertibleNoteVMember 2024-10-08 0001713863 rfl:CycloConvertibleNoteVMember rfl:FourthAmendedAndRestatedNotePurchaseAgreementMember 2024-10-08 2024-10-08 0001713863 rfl:CycloConvertibleNoteVMember 2024-10-08 2024-10-08 0001713863 rfl:CycloConvertibleNoteMember 2024-10-08 2024-10-08 0001713863 rfl:CycloConvertibleNoteVIMember 2024-11-07 0001713863 rfl:CycloConvertibleNoteVIMember rfl:FifthAmendedAndRestatedNotePurchaseAgreementMember 2024-11-07 2024-11-07 0001713863 rfl:CycloConvertibleNoteVIMember 2024-11-07 2024-11-07 0001713863 rfl:CycloConvertibleNoteMember 2024-11-07 2024-11-07 0001713863 rfl:CycloConvertibleNoteVIIMember 2024-12-05 0001713863 rfl:CycloConvertibleNoteVIIMember rfl:SixthAmendedAndRestatedNotePurchaseAgreementMember 2024-12-05 2024-12-05 0001713863 rfl:CycloConvertibleNoteVIIMember 2024-12-05 2024-12-05 0001713863 rfl:CycloConvertibleNoteMember 2024-12-05 2024-12-05 0001713863 rfl:CycloConvertibleNoteMember 2024-12-21 2024-12-21 0001713863 rfl:CycloConvertibleNoteIIIMember 2024-12-23 0001713863 rfl:CycloConvertibleNoteVIIIMember 2025-01-03 0001713863 rfl:CycloConvertibleNoteVIIIMember rfl:SeventhAmendedAndRestatedNotePurchaseAgreementMember 2025-01-03 2025-01-03 0001713863 rfl:CycloConvertibleNoteVIIIMember 2025-01-03 2025-01-03 0001713863 rfl:CycloConvertibleNoteMember 2025-01-03 2025-01-03 0001713863 rfl:CycloConvertibleNoteIXMember 2025-02-04 0001713863 rfl:CycloConvertibleNoteIXMember 2025-02-04 2025-02-04 0001713863 rfl:CycloConvertibleNoteMember 2025-02-04 2025-02-04 0001713863 rfl:CycloConvertibleNoteXMember 2025-03-06 0001713863 rfl:CycloConvertibleNoteXMember 2025-03-06 2025-03-06 0001713863 rfl:CycloConvertibleNoteMember 2025-03-06 2025-03-06 0001713863 us-gaap:LineOfCreditMember 2020-02-03 0001713863 us-gaap:LineOfCreditMember 2020-02-03 2020-02-03 0001713863 rfl:CornerstoneCommonStockMember 2020-02-03 2020-02-03 0001713863 rfl:RPFinanceMember 2020-02-03 0001713863 rfl:HowardJonasMember 2020-02-03 0001713863 rfl:OtherStockholdersOfCornerstoneMember 2020-02-03 0001713863 us-gaap:LineOfCreditMember 2025-10-31 0001713863 rfl:RPFinanceMember 2025-10-31 0001713863 rfl:RPFinanceMember 2025-10-31 0001713863 2024-03-13 0001713863 rfl:RPFinanceMember 2024-03-13 2024-03-13 0001713863 rfl:ConvertibleNotePayableMember 2025-10-31 0001713863 rfl:ConvertibleNotePayableMember 2025-08-01 2025-10-31 0001713863 rfl:SeriesCConvertibleNotesMember 2025-08-01 2025-10-31 0001713863 rfl:SeriesCConvertibleNotesMember us-gaap:IPOMember 2025-10-31 0001713863 rfl:SeriesCConvertibleNotesMember 2025-10-31 0001713863 rfl:CornerstoneAcquisitionMember us-gaap:ConvertibleNotesPayableMember 2025-08-01 2025-10-31 0001713863 rfl:CornerstoneMember 2025-10-31 0001713863 rfl:CornerstoneMember 2025-08-01 2025-10-31 0001713863 rfl:SeriesCConvertibleNotesMember rfl:SettlementAgreementsMember 2025-10-31 0001713863 rfl:SeriesCConvertibleNotesMember rfl:SettlementAgreementsMember 2025-08-01 2025-10-31 0001713863 rfl:SeriesCConvertibleNotesMember 2024-08-01 2024-10-31 0001713863 2023-06-02 2023-06-02 0001713863 2023-07-21 2023-07-21 0001713863 rfl:CornerstoneMember 2025-10-31 0001713863 rfl:CreditorPayableMember 2025-10-31 0001713863 2024-03-08 2024-03-08 0001713863 rfl:SteadyStateLLCMember 2024-03-08 2024-03-08 0001713863 rfl:SteadyStateLLCMember 2024-03-08 0001713863 2024-03-08 0001713863 rfl:SoRSETechnologyCorporationMember 2025-03-31 2025-03-31 0001713863 rfl:SoRSETechnologyCorporationMember 2025-03-31 0001713863 us-gaap:FairValueInputsLevel1Member us-gaap:ConvertibleDebtSecuritiesMember 2025-10-31 0001713863 us-gaap:FairValueInputsLevel2Member us-gaap:ConvertibleDebtSecuritiesMember 2025-10-31 0001713863 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtSecuritiesMember 2025-10-31 0001713863 us-gaap:ConvertibleDebtSecuritiesMember 2025-10-31 0001713863 us-gaap:FairValueInputsLevel1Member 2025-10-31 0001713863 us-gaap:FairValueInputsLevel2Member 2025-10-31 0001713863 us-gaap:FairValueInputsLevel3Member 2025-10-31 0001713863 us-gaap:FairValueInputsLevel1Member us-gaap:ConvertibleDebtSecuritiesMember 2025-07-31 0001713863 us-gaap:FairValueInputsLevel2Member us-gaap:ConvertibleDebtSecuritiesMember 2025-07-31 0001713863 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtSecuritiesMember 2025-07-31 0001713863 us-gaap:ConvertibleDebtSecuritiesMember 2025-07-31 0001713863 us-gaap:FairValueInputsLevel1Member 2025-07-31 0001713863 us-gaap:FairValueInputsLevel2Member 2025-07-31 0001713863 us-gaap:FairValueInputsLevel3Member 2025-07-31 0001713863 us-gaap:FairValueInputsLevel3Member 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member 2025-08-01 2025-10-31 0001713863 us-gaap:FairValueInputsLevel3Member 2024-08-01 2024-10-31 0001713863 us-gaap:FairValueInputsLevel3Member 2024-10-31 0001713863 rfl:ThirdPartyMember 2025-10-31 0001713863 rfl:ThirdPartyMember 2025-07-31 0001713863 us-gaap:PropertyPlantAndEquipmentMember 2025-08-01 2025-10-31 0001713863 us-gaap:PropertyPlantAndEquipmentMember 2024-08-01 2024-10-31 0001713863 us-gaap:BuildingAndBuildingImprovementsMember 2025-07-31 0001713863 us-gaap:MachineryAndEquipmentMember 2025-10-31 0001713863 us-gaap:MachineryAndEquipmentMember 2025-07-31 0001713863 srt:OtherPropertyMember 2025-10-31 0001713863 srt:OtherPropertyMember 2025-07-31 0001713863 us-gaap:HealthCareMember 2025-07-31 0001713863 us-gaap:RealEstateMember 2025-07-31 0001713863 rfl:InfusionTechnologyMember 2025-07-31 0001713863 us-gaap:HealthCareMember 2025-10-31 0001713863 us-gaap:RealEstateMember 2025-10-31 0001713863 rfl:InfusionTechnologyMember 2025-10-31 0001713863 us-gaap:CustomerRelationshipsMember 2025-10-31 0001713863 us-gaap:CustomerRelationshipsMember 2025-07-31 0001713863 rfl:SharesIssuableUponExerciseOfStockOptionsMember 2025-08-01 2025-10-31 0001713863 rfl:SharesIssuableUponExerciseOfStockOptionsMember 2024-08-01 2024-10-31 0001713863 rfl:SharesIssuableUponVestingOfRestrictedStockMember 2025-08-01 2025-10-31 0001713863 rfl:SharesIssuableUponVestingOfRestrictedStockMember 2024-08-01 2024-10-31 0001713863 rfl:SharesIssuableUponExerciseOfWarrantsMember 2025-08-01 2025-10-31 0001713863 rfl:SharesIssuableUponExerciseOfWarrantsMember 2024-08-01 2024-10-31 0001713863 country:IL 2025-10-31 0001713863 country:IL 2025-08-01 2025-10-31 0001713863 country:IL 2024-08-01 2025-07-31 0001713863 us-gaap:CommonClassBMember 2025-05-06 2025-05-06 0001713863 us-gaap:CommonClassBMember 2025-05-06 0001713863 rfl:MrJonasMember us-gaap:CommonClassBMember 2025-05-06 0001713863 us-gaap:CommonClassBMember 2025-06-04 2025-06-04 0001713863 rfl:MrJonasMember us-gaap:CommonClassAMember 2025-10-31 0001713863 rfl:MrJonasMember us-gaap:CommonClassBMember 2025-10-31 0001713863 us-gaap:CommonClassBMember 2025-08-01 2025-10-31 0001713863 2025-09-21 0001713863 us-gaap:PreferredStockMember 2025-09-21 0001713863 2025-09-21 2025-09-21 0001713863 rfl:CycloMergerMember 2025-08-01 2025-10-31 0001713863 rfl:ProductRevenueMember rfl:HealthcareOneMember 2025-08-01 2025-10-31 0001713863 rfl:ProductRevenueMember rfl:InfusionTechnologyMember 2025-08-01 2025-10-31 0001713863 rfl:ProductRevenueMember rfl:RealEstateOneMember 2025-08-01 2025-10-31 0001713863 rfl:RentalThirdPartyMember rfl:HealthcareOneMember 2025-08-01 2025-10-31 0001713863 rfl:RentalThirdPartyMember rfl:InfusionTechnologyMember 2025-08-01 2025-10-31 0001713863 rfl:RentalThirdPartyMember rfl:RealEstateOneMember 2025-08-01 2025-10-31 0001713863 rfl:RentalRelatedPartyMember rfl:HealthcareOneMember 2025-08-01 2025-10-31 0001713863 rfl:RentalRelatedPartyMember rfl:InfusionTechnologyMember 2025-08-01 2025-10-31 0001713863 rfl:RentalRelatedPartyMember rfl:RealEstateOneMember 2025-08-01 2025-10-31 0001713863 rfl:HealthcareOneMember 2025-08-01 2025-10-31 0001713863 rfl:InfusionTechnologyMember 2025-08-01 2025-10-31 0001713863 rfl:RealEstateOneMember 2025-08-01 2025-10-31 0001713863 rfl:InfusionTechnologyMember rfl:HealthcareOneMember 2024-08-01 2024-10-31 0001713863 rfl:InfusionTechnologyMember rfl:InfusionTechnologyMember 2024-08-01 2024-10-31 0001713863 rfl:InfusionTechnologyMember rfl:RealEstateOneMember 2024-08-01 2024-10-31 0001713863 rfl:RentalThirdPartyMember rfl:HealthcareOneMember 2024-08-01 2024-10-31 0001713863 rfl:RentalThirdPartyMember rfl:InfusionTechnologyMember 2024-08-01 2024-10-31 0001713863 rfl:RentalThirdPartyMember rfl:RealEstateOneMember 2024-08-01 2024-10-31 0001713863 rfl:RentalRelatedPartyMember rfl:HealthcareOneMember 2024-08-01 2024-10-31 0001713863 rfl:RentalRelatedPartyMember rfl:InfusionTechnologyMember 2024-08-01 2024-10-31 0001713863 rfl:RentalRelatedPartyMember rfl:RealEstateOneMember 2024-08-01 2024-10-31 0001713863 rfl:InfusionTechnologyRevenueMember rfl:HealthcareOneMember 2024-08-01 2024-10-31 0001713863 rfl:InfusionTechnologyRevenueMember rfl:InfusionTechnologyMember 2024-08-01 2024-10-31 0001713863 rfl:InfusionTechnologyRevenueMember rfl:RealEstateOneMember 2024-08-01 2024-10-31 0001713863 rfl:HealthcareOneMember 2024-08-01 2024-10-31 0001713863 rfl:InfusionTechnologyMember 2024-08-01 2024-10-31 0001713863 rfl:RealEstateOneMember 2024-08-01 2024-10-31 0001713863 us-gaap:HealthCareMember 2025-08-01 2025-10-31 0001713863 us-gaap:HealthCareMember 2024-08-01 2024-10-31 0001713863 rfl:InfusionTechnologyMember 2025-08-01 2025-10-31 0001713863 rfl:InfusionTechnologyMember 2024-08-01 2024-10-31 0001713863 us-gaap:RealEstateMember 2025-08-01 2025-10-31 0001713863 us-gaap:RealEstateMember 2024-08-01 2024-10-31 0001713863 country:US 2025-10-31 0001713863 country:US 2025-07-31 0001713863 country:IL 2025-07-31 0001713863 2017-05-01 2017-05-31 0001713863 us-gaap:LicenseAgreementTermsMember 2025-08-01 2025-10-31 0001713863 us-gaap:LicenseAgreementTermsMember 2024-08-01 2025-04-30 0001713863 rfl:FifteenthAnniversaryMember 2024-08-01 2025-04-30 0001713863 rfl:DrGoldbergMember 2025-08-04 2025-08-04 0001713863 2025-08-12 2025-08-12 0001713863 rfl:DrGoldbergMember 2025-05-01 2025-07-31 0001713863 2025-07-31 2025-07-31 0001713863 rfl:PlanMember us-gaap:CommonClassBMember 2022-01-19 0001713863 rfl:PlanMember us-gaap:CommonClassBMember 2022-11-28 0001713863 rfl:PlanMember us-gaap:CommonClassBMember 2025-01-13 0001713863 rfl:PlanMember us-gaap:CommonClassBMember 2025-08-01 2025-10-31 0001713863 rfl:PlanMember 2025-10-31 0001713863 rfl:StockOptionsMember 2025-10-31 0001713863 rfl:RMD2022PlanMember 2025-08-01 2025-10-31 0001713863 rfl:RMD2023PlanMember 2025-08-01 2025-10-31 0001713863 rfl:RMD2023PlanMember 2025-10-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2025-10-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2025-08-01 2025-10-31 0001713863 rfl:CornerstoneCommonOptionsMember 2025-08-01 2025-10-31 0001713863 rfl:CornerstoneCommonOptionsMember 2025-10-31 0001713863 rfl:ClassAOptionMember 2025-10-31 0001713863 rfl:ClassBOptionMember 2025-10-31 0001713863 2003-01-01 2003-12-31 0001713863 rfl:CornerstoneCommonOptionsMember 2003-01-01 2003-12-31 0001713863 us-gaap:CommonClassBMember 2025-01-06 2025-01-06 0001713863 us-gaap:CommonClassBMember 2025-01-13 2025-01-13 0001713863 rfl:JonasOfferingMember us-gaap:CommonClassBMember 2025-06-13 2025-06-13 0001713863 us-gaap:SubsequentEventMember 2025-09-02 2025-09-02 0001713863 us-gaap:RestrictedStockMember 2025-10-31 0001713863 us-gaap:RestrictedStockMember 2025-08-01 2025-10-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2025-07-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2025-07-31 2025-07-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2025-08-01 2025-10-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2025-10-31 0001713863 rfl:ReplacementWarrantsIssuedAsPartOfTheCycloMergerOnMarch252025Member 2025-10-31 0001713863 rfl:WarrantsExpiredMember 2025-08-01 2025-10-31 0001713863 rfl:WarrantsOutstandingJuly312025Member 2025-10-31 0001713863 rfl:December2018UnitsOfferingWarrantMember 2025-10-31 0001713863 rfl:August2020PIPEWarrantMember 2025-10-31 0001713863 rfl:PublicOffering2020Member 2025-10-31 0001713863 rfl:PlacementAgentWarrantsDecember2020MaximMember 2025-10-31 0001713863 rfl:April2023PIPEWarrantsMember 2025-10-31 0001713863 rfl:October2023WarrantExchangeMember 2025-10-31 0001713863 2024-08-01 2025-07-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure rfl:Ratio utr:sqft

We purchase the Trappsol® cyclodextrin products we sell from third-party suppliers and depend on those suppliers for the cyclodextrins we use in our Aquaplex® products. We are also dependent on outside manufacturers that use lyophilization techniques for our Aquaplex® products. We purchase substantially all of our Trappsol® products from bulk manufacturers and distributors in the U.S., Japan, China, and Europe. Although products are available from multiple sources, an unexpected interruption of supply, or material increases in the price of products, for any reason, such as regulatory requirements, import restrictions, loss of certifications, power interruptions, fires, hurricanes, war or other events could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We may be negatively affected by currency exchange rate fluctuations.

Our Product revenues and cash flows are influenced by currency fluctuations due to the geographic diversity of our suppliers, which may have a significant impact on our financial results. As we buy inventory from foreign suppliers, the change in the value of the U.S. dollar in relation to the Euro, Yen and Yuan has an effect on our cost of inventory, and will continue to do so. We buy most of our products from outside the U.S. using U.S. dollars. Our main supplier of specialty cyclodextrins and complexes, Cyclodextrin Research & Development Laboratory, is located in Hungary and its prices are set in Euros. The cost of our bulk inventory often changes due to fluctuations in the U.S. dollar. These products currently represent a significant portion of our revenues. When we experience short-term increases in currency fluctuation or supplier price increases, we are often not able to raise our prices sufficiently to maintain our historical margins and therefore, our margins on these sales may decline. If the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions may adversely affect our results of operations and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed or furnished herewith.

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 thereunto duly authorized.

Date: June 11, 2025	Rafael Holdings, Inc.
	By:	/s/ Howard S. Jonas
		Howard S. Jonas
		Chief Executive Officer
	By:	/s/ David Polinsky
		David Polinsky
		Chief Financial Officer

0001713863 false Q3 --07-31 0001713863 2024-08-01 2025-04-30 0001713863 rfl:ClassBCommonStockParValue001PerShareMember 2024-08-01 2025-04-30 0001713863 rfl:WarrantsToPurchaseClassBCommonStockMember 2024-08-01 2025-04-30 0001713863 us-gaap:CommonClassAMember 2025-06-09 0001713863 us-gaap:CommonClassBMember 2025-06-09 0001713863 2025-04-30 0001713863 2024-07-31 0001713863 rfl:CycloMember 2025-04-30 0001713863 rfl:CycloMember 2024-07-31 0001713863 us-gaap:HedgeFundsMember 2025-04-30 0001713863 us-gaap:HedgeFundsMember 2024-07-31 0001713863 us-gaap:CommonClassAMember 2025-04-30 0001713863 us-gaap:CommonClassAMember 2024-07-31 0001713863 us-gaap:CommonClassBMember 2025-04-30 0001713863 us-gaap:CommonClassBMember 2024-07-31 0001713863 rfl:InfusionTechnologyMember 2025-02-01 2025-04-30 0001713863 rfl:InfusionTechnologyMember 2024-02-01 2024-04-30 0001713863 rfl:InfusionTechnologyMember 2024-08-01 2025-04-30 0001713863 rfl:InfusionTechnologyMember 2023-08-01 2024-04-30 0001713863 rfl:RentalThirdPartyMember 2025-02-01 2025-04-30 0001713863 rfl:RentalThirdPartyMember 2024-02-01 2024-04-30 0001713863 rfl:RentalThirdPartyMember 2024-08-01 2025-04-30 0001713863 rfl:RentalThirdPartyMember 2023-08-01 2024-04-30 0001713863 rfl:RentalRelatedPartyMember 2025-02-01 2025-04-30 0001713863 rfl:RentalRelatedPartyMember 2024-02-01 2024-04-30 0001713863 rfl:RentalRelatedPartyMember 2024-08-01 2025-04-30 0001713863 rfl:RentalRelatedPartyMember 2023-08-01 2024-04-30 0001713863 rfl:ProductRevenueMember 2025-02-01 2025-04-30 0001713863 rfl:ProductRevenueMember 2024-02-01 2024-04-30 0001713863 rfl:ProductRevenueMember 2024-08-01 2025-04-30 0001713863 rfl:ProductRevenueMember 2023-08-01 2024-04-30 0001713863 2025-02-01 2025-04-30 0001713863 2024-02-01 2024-04-30 0001713863 2023-08-01 2024-04-30 0001713863 rfl:InfusionTechnologyRevenueMember 2025-02-01 2025-04-30 0001713863 rfl:InfusionTechnologyRevenueMember 2024-02-01 2024-04-30 0001713863 rfl:InfusionTechnologyRevenueMember 2024-08-01 2025-04-30 0001713863 rfl:InfusionTechnologyRevenueMember 2023-08-01 2024-04-30 0001713863 rfl:ProductRevenueMember 2025-02-01 2025-04-30 0001713863 rfl:ProductRevenueMember 2024-02-01 2024-04-30 0001713863 rfl:ProductRevenueMember 2024-08-01 2025-04-30 0001713863 rfl:ProductRevenueMember 2023-08-01 2024-04-30 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-01-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-01-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2025-01-31 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2025-01-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-31 0001713863 us-gaap:NoncontrollingInterestMember 2025-01-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2025-01-31 0001713863 2025-01-31 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-02-01 2025-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-02-01 2025-04-30 0001713863 us-gaap:AdditionalPaidInCapitalMember 2025-02-01 2025-04-30 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2025-02-01 2025-04-30 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-02-01 2025-04-30 0001713863 us-gaap:NoncontrollingInterestMember 2025-02-01 2025-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2025-02-01 2025-04-30 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-04-30 0001713863 us-gaap:AdditionalPaidInCapitalMember 2025-04-30 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2025-04-30 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-04-30 0001713863 us-gaap:NoncontrollingInterestMember 2025-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2025-04-30 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-07-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-07-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2024-07-31 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2024-07-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-31 0001713863 us-gaap:NoncontrollingInterestMember 2024-07-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2024-07-31 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-08-01 2025-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-08-01 2025-04-30 0001713863 us-gaap:AdditionalPaidInCapitalMember 2024-08-01 2025-04-30 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2024-08-01 2025-04-30 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-08-01 2025-04-30 0001713863 us-gaap:NoncontrollingInterestMember 2024-08-01 2025-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2024-08-01 2025-04-30 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-01-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-01-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2024-01-31 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2024-01-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-31 0001713863 us-gaap:NoncontrollingInterestMember 2024-01-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2024-01-31 0001713863 2024-01-31 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2024-02-01 2024-04-30 0001713863 us-gaap:NoncontrollingInterestMember 2024-02-01 2024-04-30 0001713863 us-gaap:AdditionalPaidInCapitalMember 2024-02-01 2024-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-02-01 2024-04-30 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-02-01 2024-04-30 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-02-01 2024-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2024-02-01 2024-04-30 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-04-30 0001713863 us-gaap:AdditionalPaidInCapitalMember 2024-04-30 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2024-04-30 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-04-30 0001713863 us-gaap:NoncontrollingInterestMember 2024-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2024-04-30 0001713863 2024-04-30 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-07-31 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-07-31 0001713863 us-gaap:AdditionalPaidInCapitalMember 2023-07-31 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2023-07-31 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-31 0001713863 us-gaap:NoncontrollingInterestMember 2023-07-31 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2023-07-31 0001713863 2023-07-31 0001713863 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-08-01 2024-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-08-01 2024-04-30 0001713863 us-gaap:AdditionalPaidInCapitalMember 2023-08-01 2024-04-30 0001713863 us-gaap:RetainedEarningsUnappropriatedMember 2023-08-01 2024-04-30 0001713863 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-08-01 2024-04-30 0001713863 us-gaap:NoncontrollingInterestMember 2023-08-01 2024-04-30 0001713863 us-gaap:CommonClassBMember us-gaap:TreasuryStockCommonMember 2023-08-01 2024-04-30 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2025-04-30 0001713863 rfl:RPFinanceLLCMember 2025-04-30 0001713863 2024-03-13 2024-03-13 0001713863 rfl:RafaelMedicalDevicesIncMember 2023-08-31 0001713863 2023-08-31 0001713863 2025-02-28 0001713863 rfl:RafaelMedicalDevicesIncMember 2025-02-28 0001713863 rfl:CSPharmaHoldingsLLCMember 2025-04-30 0001713863 rfl:PharmaHoldingsLLCMember 2025-04-30 0001713863 rfl:CSPharmaHoldingsLLCOneMember 2025-04-30 0001713863 rfl:PharmaHoldingsLLCMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2025-04-30 0001713863 rfl:BroadAtlanticAssociatesLLCMember 2024-08-01 2025-04-30 0001713863 rfl:IDTREHoldingsLtdMember 2024-08-01 2025-04-30 0001713863 rfl:RafaelRealtyHoldingsIncMember 2024-08-01 2025-04-30 0001713863 rfl:BarerInstituteIncMember 2024-08-01 2025-04-30 0001713863 rfl:HillviewAvenueRealtyJVMember 2024-08-01 2025-04-30 0001713863 rfl:HillviewAvenueRealtyLLCMember 2024-08-01 2025-04-30 0001713863 rfl:RafaelMedicalDevicesLLCMember 2024-08-01 2025-04-30 0001713863 rfl:FarberPartnersLLCMember 2024-08-01 2025-04-30 0001713863 rfl:PharmaHoldingsLLCMember 2024-08-01 2025-04-30 0001713863 rfl:LipoMedixPharmaceuticalsLtdMember 2024-08-01 2025-04-30 0001713863 rfl:AltiraCapitalConsultingLLCMember 2024-08-01 2025-04-30 0001713863 rfl:CSPharmaHoldingsLLCMember 2024-08-01 2025-04-30 0001713863 rfl:DayThreeLabsIncMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstonePharmaceuticalsMember 2024-08-01 2025-04-30 0001713863 rfl:RPFinanceLLCMember 2024-08-01 2025-04-30 0001713863 rfl:CycloTherapeuticsLLCMember 2024-08-01 2025-04-30 0001713863 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember rfl:ThirdPartyMember 2024-08-01 2025-04-30 0001713863 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember rfl:OneRelatedPartyMember 2023-08-01 2024-07-31 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyTenantMember 2025-02-01 2025-04-30 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyCustomerMember 2025-02-01 2025-04-30 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyTenantMember 2024-08-01 2025-04-30 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneRelatedPartyTenantMember 2024-08-01 2025-04-30 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyCustomerMember 2024-08-01 2025-04-30 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyCustomerMember 2024-02-01 2024-04-30 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyTenantMember 2024-02-01 2024-04-30 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyCustomerMember 2023-08-01 2024-04-30 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneThirdPartyTenantMember 2023-08-01 2024-04-30 0001713863 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember rfl:OneRelatedPartyTenantMember 2023-08-01 2024-04-30 0001713863 us-gaap:BuildingAndBuildingImprovementsMember 2025-04-30 0001713863 srt:MinimumMember rfl:TenantImprovementsMember 2025-04-30 0001713863 srt:MaximumMember rfl:TenantImprovementsMember 2025-04-30 0001713863 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2025-04-30 0001713863 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2025-04-30 0001713863 rfl:OtherprimarilyEquipmentAndFurnitureAndFixturesMember 2025-04-30 0001713863 rfl:CycloCommonStockMember 2025-03-25 2025-03-25 0001713863 2025-03-25 2025-03-25 0001713863 us-gaap:CommonClassBMember 2025-03-25 2025-03-25 0001713863 us-gaap:CommonStockMember 2025-03-25 2025-03-25 0001713863 us-gaap:CommonClassBMember 2025-03-25 0001713863 rfl:CycloConvertibleNotesMember 2024-08-01 2025-04-30 0001713863 2025-03-25 0001713863 us-gaap:CustomerRelationshipsMember 2025-04-30 0001713863 rfl:CycloMember 2023-08-01 2024-04-30 0001713863 rfl:CycloMember 2025-02-01 2025-04-30 0001713863 rfl:CycloMember 2024-08-01 2025-04-30 0001713863 rfl:RafaelMember 2024-08-01 2025-04-30 0001713863 rfl:RafaelMember 2025-02-01 2025-04-30 0001713863 rfl:IPRDExpenseMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember 2023-08-01 2024-04-30 0001713863 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2025-04-30 0001713863 rfl:CycloMember 2025-02-01 2025-04-30 0001713863 rfl:CycloMember 2024-08-01 2025-04-30 0001713863 rfl:CycloTherapeuticsLlcMember 2024-08-01 2025-04-30 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember 2023-05-02 2023-05-02 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember 2023-05-02 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember rfl:MayWarrantMember 2023-05-02 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember 2023-08-01 2023-08-01 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember 2023-08-01 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember 2023-10-20 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember rfl:ReplacementWarrantMember 2023-10-20 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember us-gaap:WarrantMember 2023-10-20 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember us-gaap:WarrantMember 2023-10-20 2023-10-20 0001713863 2024-12-23 2024-12-23 0001713863 2024-12-23 0001713863 rfl:RafaelHoldingsIncMember 2024-12-23 2024-12-23 0001713863 rfl:RafaelHoldingsIncMember rfl:InvestmentInCycloTherapeuticsIncMember 2024-12-23 0001713863 rfl:RafaelHoldingsIncMember 2024-08-01 2025-04-30 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember 2025-02-01 2025-04-30 0001713863 rfl:InvestmentInCycloTherapeuticsIncMember 2024-08-01 2025-04-30 0001713863 rfl:CycloConvertibleNoteIMember 2024-06-11 0001713863 rfl:CycloConvertibleNoteIMember rfl:NotePurchaseAgreementMember 2024-06-11 2024-06-11 0001713863 rfl:CycloConvertibleNoteIMember 2024-06-11 2024-06-11 0001713863 rfl:CycloConvertibleNoteIIMember 2024-07-16 0001713863 rfl:CycloConvertibleNoteIIMember rfl:FirstAmendedAndRestatedNotePurchaseAgreementMember 2024-07-16 2024-07-16 0001713863 rfl:CycloConvertibleNoteIIMember 2024-07-16 2024-07-16 0001713863 rfl:CycloConvertibleNoteIIIMember 2024-08-21 0001713863 rfl:CycloConvertibleNoteIIIMember rfl:SecondAmendedAndRestatedNotePurchaseAgreementMember 2024-08-21 2024-08-21 0001713863 rfl:CycloConvertibleNoteIIIMember 2024-08-21 2024-08-21 0001713863 rfl:CycloConvertibleNoteMember 2024-08-21 2024-08-21 0001713863 rfl:CycloConvertibleNoteIVMember 2024-09-09 0001713863 rfl:CycloConvertibleNoteIVMember rfl:ThirdAmendedAndRestatedNotePurchaseAgreementMember 2024-09-09 2024-09-09 0001713863 rfl:CycloConvertibleNoteIVMember 2024-09-09 2024-09-09 0001713863 rfl:CycloConvertibleNoteMember 2024-09-09 2024-09-09 0001713863 rfl:CycloConvertibleNoteVMember 2024-10-08 0001713863 rfl:CycloConvertibleNoteVMember rfl:FourthAmendedAndRestatedNotePurchaseAgreementMember 2024-10-08 2024-10-08 0001713863 rfl:CycloConvertibleNoteVMember 2024-10-08 2024-10-08 0001713863 rfl:CycloConvertibleNoteMember 2024-10-08 2024-10-08 0001713863 rfl:CycloConvertibleNoteVMember 2024-11-07 0001713863 rfl:CycloConvertibleNoteVIMember rfl:FifthAmendedAndRestatedNotePurchaseAgreementMember 2024-11-07 2024-11-07 0001713863 rfl:CycloConvertibleNoteVIMember 2024-11-07 2024-11-07 0001713863 rfl:CycloConvertibleNoteVIMember 2024-11-07 0001713863 rfl:CycloConvertibleNoteMember 2024-11-07 2024-11-07 0001713863 rfl:CycloConvertibleNoteVIIMember 2024-12-05 0001713863 rfl:CycloConvertibleNoteVIIMember rfl:SixthAmendedAndRestatedNotePurchaseAgreementMember 2024-12-05 2024-12-05 0001713863 rfl:CycloConvertibleNoteVIIMember 2024-12-05 2024-12-05 0001713863 rfl:CycloConvertibleNoteMember 2024-12-05 2024-12-05 0001713863 rfl:CycloConvertibleNoteMember 2024-12-21 2024-12-21 0001713863 rfl:CycloConvertibleNoteVIIIMember 2025-01-03 0001713863 rfl:CycloConvertibleNoteVIIIMember rfl:SeventhAmendedAndRestatedNotePurchaseAgreementMember 2025-01-03 2025-01-03 0001713863 rfl:CycloConvertibleNoteVIIIMember 2025-01-03 2025-01-03 0001713863 rfl:CycloConvertibleNoteMember 2025-01-03 2025-01-03 0001713863 rfl:CycloConvertibleNoteIXMember 2025-02-04 0001713863 rfl:CycloConvertibleNoteIXMember 2025-02-04 2025-02-04 0001713863 rfl:CycloConvertibleNoteMember 2025-02-04 2025-02-04 0001713863 rfl:CycloConvertibleNoteXMember 2025-03-06 0001713863 rfl:CycloConvertibleNoteXMember 2025-03-06 2025-03-06 0001713863 rfl:CycloConvertibleNoteMember 2025-03-06 2025-03-06 0001713863 us-gaap:SeriesDPreferredStockMember 2024-08-01 2025-04-30 0001713863 us-gaap:CommonStockMember 2024-08-01 2025-04-30 0001713863 rfl:ConvertibleNoteMember 2025-04-30 0001713863 rfl:ConvertibleNoteMember rfl:SeriesCConvertibleNotesMember 2024-08-01 2025-04-30 0001713863 rfl:SeriesCConvertibleNotesMember 2024-08-01 2025-04-30 0001713863 rfl:SeriesCConvertibleNotesMember us-gaap:CommonStockMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember us-gaap:CommonStockMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember 2024-08-01 2025-04-30 0001713863 rfl:RestructuringOfCornerstoneMember us-gaap:CommonStockMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember 2025-04-30 0001713863 2023-08-01 2024-07-31 0001713863 rfl:ConsolidationOfRPFinanceMember 2025-04-30 0001713863 rfl:CornerstoneMember 2025-04-30 0001713863 rfl:RPFinanceLLCMember 2025-04-30 0001713863 2025-02-05 2025-02-05 0001713863 us-gaap:CommonStockMember 2024-08-01 2025-04-30 0001713863 2008-12-31 0001713863 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember rfl:ConsolidationOfRPFinanceMember 2008-12-31 0001713863 rfl:CornerstoneMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember rfl:PharmaHoldingsLLCMember us-gaap:SeriesDPreferredStockMember 2025-04-30 0001713863 rfl:CornerstoneMember rfl:PharmaHoldingsLLCMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember rfl:CSPharmaHoldingsLLCMember us-gaap:SeriesDPreferredStockMember 2025-04-30 0001713863 rfl:CornerstoneMember rfl:CSPharmaHoldingsLLCMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember rfl:PharmaHoldingsLLCMember 2025-04-30 0001713863 rfl:CornerstoneMember rfl:CSPharmaHoldingsLLCMember 2025-04-30 0001713863 rfl:CornerstoneMember us-gaap:LineOfCreditMember 2025-04-30 0001713863 rfl:CornerstoneMember rfl:LoanMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember rfl:PromissoryNoteMember 2025-04-30 0001713863 rfl:CornerstoneMember us-gaap:LineOfCreditMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember rfl:RPFLineOfCreditMember 2025-04-30 0001713863 rfl:CornerstoneMember rfl:RPFLineOfCreditMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember rfl:PostReverseStockSplitMember 2024-08-01 2025-04-30 0001713863 rfl:RafaelHoldingsIncMember rfl:CornerstoneMember rfl:PharmaHoldingsLLCMember rfl:HowardJonasMember 2025-04-30 0001713863 rfl:CornerstoneMember 2025-04-30 0001713863 rfl:RPFinanceLLCMember 2024-08-01 2025-04-30 0001713863 us-gaap:LineOfCreditMember 2020-02-03 0001713863 rfl:PostReverseStockSplitMember us-gaap:CommonStockMember 2020-02-03 2020-02-03 0001713863 2020-02-03 2020-02-03 0001713863 rfl:RPFinanceLLCMember rfl:OtherStockholdersMember 2025-04-30 0001713863 srt:MinimumMember rfl:RPFLineOfCreditMember 2025-04-30 0001713863 srt:MaximumMember rfl:RPFLineOfCreditMember 2025-04-30 0001713863 rfl:ConvertibleNotePayableMember 2025-04-30 0001713863 rfl:ConvertibleNotePayableMember 2024-08-01 2025-04-30 0001713863 rfl:SeriesCConvertibleNotesMember 2024-08-01 2025-04-30 0001713863 rfl:SeriesCConvertibleNotesMember us-gaap:IPOMember 2025-04-30 0001713863 rfl:SeriesCConvertibleNotesMember 2025-04-30 0001713863 rfl:CornerstoneAcquisitionMember us-gaap:ConvertibleNotesPayableMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneMember 2025-04-30 0001713863 rfl:CornerstoneMember 2024-08-01 2025-04-30 0001713863 rfl:SeriesCConvertibleNotesMember 2025-02-01 2025-04-30 0001713863 rfl:SeriesCConvertibleNotesMember 2024-02-01 2024-04-30 0001713863 rfl:SeriesCConvertibleNotesMember 2023-08-01 2024-04-30 0001713863 2023-06-02 2023-06-02 0001713863 2023-07-21 2023-07-21 0001713863 rfl:CreditorPayableMember 2025-04-30 0001713863 2024-03-08 2024-03-08 0001713863 rfl:SteadyStateLLCMember 2024-03-08 2024-03-08 0001713863 rfl:SteadyStateLLCMember 2024-03-08 0001713863 2024-03-08 0001713863 2025-03-31 0001713863 rfl:SoRSETechnologyCorporationMember 2024-08-01 2025-04-30 0001713863 rfl:LipoMedixPharmaceuticalsLtdMember 2024-08-01 2025-04-30 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2021-03-31 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2021-09-01 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2021-11-15 0001713863 rfl:LipomedixPharmaceuticalsLtdMember us-gaap:WarrantMember 2021-11-15 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2021-11-15 2021-11-15 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2024-08-01 2025-04-30 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2025-04-30 0001713863 rfl:RafaelHoldingsIncMember rfl:LipomedixPharmaceuticalsLtdMember 2025-04-30 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2023-02-09 0001713863 rfl:LipomedixPharmaceuticalsLtdMember 2023-02-09 2023-02-09 0001713863 rfl:LipomedixPharmaceuticalsLtdMember rfl:SharePurchaseAgreementMember 2023-02-09 0001713863 rfl:InitialInvestmentInDayThreeMember 2023-04-07 2023-04-07 0001713863 rfl:InitialInvestmentInDayThreeMember 2023-04-07 0001713863 rfl:EquityMethodAndJointVenturesMember 2024-01-31 0001713863 rfl:InitialInvestmentInDayThreeMember 2024-02-01 2024-04-30 0001713863 rfl:InitialInvestmentInDayThreeMember 2023-08-01 2024-04-30 0001713863 us-gaap:CommonStockMember 2024-01-31 0001713863 rfl:DayThreeNoteOneMember 2024-01-31 0001713863 rfl:DayThreeNoteTwoMember 2024-01-31 0001713863 rfl:DayThreeNoteThreeMember 2024-01-31 0001713863 rfl:DayThreeNoteFourMember 2024-01-31 0001713863 srt:MinimumMember 2025-01-31 0001713863 srt:MaximumMember 2025-01-31 0001713863 rfl:DayThreeAcquisitionMember 2025-04-30 0001713863 rfl:AcquisitionOfDayThreeMember 2023-11-01 2024-01-31 0001713863 rfl:AcquisitionOfDayThreeMember 2025-04-30 0001713863 rfl:AcquisitionOfDayThreeMember 2024-01-23 2024-01-23 0001713863 rfl:AcquisitionOfDayThreeMember 2024-05-01 2024-05-01 0001713863 rfl:AcquisitionOfDayThreeMember 2024-05-01 0001713863 rfl:RafaelHoldingsIncMember 2025-04-30 0001713863 2025-03-01 2025-03-31 0001713863 rfl:AcquisitionOfDayThreeMember 2024-08-01 2025-04-30 0001713863 rfl:DayThreeAcquisitionMember 2024-01-02 0001713863 2024-11-19 2024-11-19 0001713863 us-gaap:USTreasuryBillSecuritiesMember 2024-07-31 0001713863 us-gaap:AgencySecuritiesMember 2024-07-31 0001713863 us-gaap:CorporateBondSecuritiesMember 2024-07-31 0001713863 rfl:HedgeFundInvestmentMember 2024-08-01 2025-04-30 0001713863 us-gaap:FairValueInputsLevel1Member us-gaap:ConvertibleDebtSecuritiesMember 2025-04-30 0001713863 us-gaap:FairValueInputsLevel2Member us-gaap:ConvertibleDebtSecuritiesMember 2025-04-30 0001713863 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtSecuritiesMember 2025-04-30 0001713863 us-gaap:ConvertibleDebtSecuritiesMember 2025-04-30 0001713863 us-gaap:FairValueInputsLevel1Member 2025-04-30 0001713863 us-gaap:FairValueInputsLevel2Member 2025-04-30 0001713863 us-gaap:FairValueInputsLevel3Member 2025-04-30 0001713863 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateBondSecuritiesMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateBondSecuritiesMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateBondSecuritiesMember 2024-07-31 0001713863 us-gaap:CorporateBondSecuritiesMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel1Member us-gaap:USTreasuryBillSecuritiesMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel2Member us-gaap:USTreasuryBillSecuritiesMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member us-gaap:USTreasuryBillSecuritiesMember 2024-07-31 0001713863 us-gaap:USTreasuryBillSecuritiesMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel1Member us-gaap:CommonStockMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel2Member us-gaap:CommonStockMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member us-gaap:CommonStockMember 2024-07-31 0001713863 us-gaap:CommonStockMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel1Member rfl:ConvertibleNoteReceivablesDueFromCycloMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel2Member rfl:ConvertibleNoteReceivablesDueFromCycloMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member rfl:ConvertibleNoteReceivablesDueFromCycloMember 2024-07-31 0001713863 rfl:ConvertibleNoteReceivablesDueFromCycloMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel1Member us-gaap:WarrantMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel2Member us-gaap:WarrantMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember 2024-07-31 0001713863 us-gaap:WarrantMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel1Member us-gaap:HedgeFundsMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel2Member us-gaap:HedgeFundsMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member us-gaap:HedgeFundsMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel1Member us-gaap:ConvertibleDebtSecuritiesMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel2Member us-gaap:ConvertibleDebtSecuritiesMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member us-gaap:ConvertibleDebtSecuritiesMember 2024-07-31 0001713863 us-gaap:ConvertibleDebtSecuritiesMember 2024-07-31 0001713863 us-gaap:FairValueInputsLevel1Member 2024-07-31 0001713863 us-gaap:FairValueInputsLevel2Member 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member 2024-07-31 0001713863 us-gaap:FairValueInputsLevel3Member 2025-01-31 0001713863 us-gaap:FairValueInputsLevel3Member 2024-01-31 0001713863 us-gaap:FairValueInputsLevel3Member 2023-07-31 0001713863 us-gaap:FairValueInputsLevel3Member 2025-02-01 2025-04-30 0001713863 us-gaap:FairValueInputsLevel3Member 2024-02-01 2024-04-30 0001713863 us-gaap:FairValueInputsLevel3Member 2024-08-01 2025-04-30 0001713863 us-gaap:FairValueInputsLevel3Member 2023-08-01 2024-04-30 0001713863 us-gaap:FairValueInputsLevel3Member 2024-04-30 0001713863 rfl:ThirdPartyMember 2025-04-30 0001713863 rfl:ThirdPartyMember 2024-07-31 0001713863 us-gaap:RelatedPartyMember 2025-04-30 0001713863 us-gaap:RelatedPartyMember 2024-07-31 0001713863 us-gaap:PropertyPlantAndEquipmentMember 2025-02-01 2025-04-30 0001713863 us-gaap:PropertyPlantAndEquipmentMember 2024-02-01 2024-04-30 0001713863 us-gaap:PropertyPlantAndEquipmentMember 2024-08-01 2025-04-30 0001713863 us-gaap:PropertyPlantAndEquipmentMember 2023-08-01 2024-04-30 0001713863 us-gaap:BuildingAndBuildingImprovementsMember 2024-07-31 0001713863 us-gaap:MachineryAndEquipmentMember 2025-04-30 0001713863 us-gaap:MachineryAndEquipmentMember 2024-07-31 0001713863 srt:OtherPropertyMember 2025-04-30 0001713863 srt:OtherPropertyMember 2024-07-31 0001713863 us-gaap:HealthCareMember 2024-07-31 0001713863 us-gaap:RealEstateMember 2024-07-31 0001713863 rfl:InfusionTechnologyMember 2024-07-31 0001713863 us-gaap:HealthCareMember 2024-08-01 2025-04-30 0001713863 us-gaap:RealEstateMember 2024-08-01 2025-04-30 0001713863 rfl:InfusionTechnologyMember 2024-08-01 2025-04-30 0001713863 us-gaap:HealthCareMember 2025-04-30 0001713863 us-gaap:RealEstateMember 2025-04-30 0001713863 rfl:InfusionTechnologyMember 2025-04-30 0001713863 us-gaap:CustomerRelationshipsMember 2025-04-30 0001713863 us-gaap:IntellectualPropertyMember 2024-07-31 0001713863 us-gaap:NoncompeteAgreementsMember 2024-07-31 0001713863 rfl:SharesIssuableUponExerciseOfStockOptionsMember 2025-02-01 2025-04-30 0001713863 rfl:SharesIssuableUponExerciseOfStockOptionsMember 2024-02-01 2024-04-30 0001713863 rfl:SharesIssuableUponExerciseOfStockOptionsMember 2024-08-01 2025-04-30 0001713863 rfl:SharesIssuableUponExerciseOfStockOptionsMember 2023-08-01 2024-04-30 0001713863 rfl:SharesIssuableUponVestingOfRestrictedStockMember 2025-02-01 2025-04-30 0001713863 rfl:SharesIssuableUponVestingOfRestrictedStockMember 2024-02-01 2024-04-30 0001713863 rfl:SharesIssuableUponVestingOfRestrictedStockMember 2024-08-01 2025-04-30 0001713863 rfl:SharesIssuableUponVestingOfRestrictedStockMember 2023-08-01 2024-04-30 0001713863 rfl:SharesIssuableUponExerciseOfWarrantsMember 2025-02-01 2025-04-30 0001713863 rfl:SharesIssuableUponExerciseOfWarrantsMember 2024-02-01 2024-04-30 0001713863 rfl:SharesIssuableUponExerciseOfWarrantsMember 2024-08-01 2025-04-30 0001713863 rfl:SharesIssuableUponExerciseOfWarrantsMember 2023-08-01 2024-04-30 0001713863 country:IL 2025-01-31 0001713863 country:IL 2025-02-01 2025-04-30 0001713863 country:IL 2024-02-01 2024-04-30 0001713863 srt:ChiefExecutiveOfficerMember 2023-07-31 0001713863 2023-07-31 2023-07-31 0001713863 us-gaap:DeferredBonusMember srt:ChiefExecutiveOfficerMember 2025-02-01 2025-04-30 0001713863 us-gaap:DeferredBonusMember 2024-08-01 2025-04-30 0001713863 rfl:StateOfNewJerseyTechnlogyMember 2025-02-01 2025-04-30 0001713863 rfl:StateOfNewJerseyTechnlogyMember 2024-08-01 2025-04-30 0001713863 rfl:StateOfNewJerseyTechnlogyMember 2024-02-01 2024-04-30 0001713863 rfl:StateOfNewJerseyTechnlogyMember 2023-08-01 2024-04-30 0001713863 rfl:CycloMergerMember 2025-02-01 2025-04-30 0001713863 us-gaap:HealthcareSectorMember 2025-02-01 2025-04-30 0001713863 us-gaap:TechnologySectorMember 2025-02-01 2025-04-30 0001713863 us-gaap:RealEstateSectorMember 2025-02-01 2025-04-30 0001713863 us-gaap:HealthcareSectorMember 2024-02-01 2024-04-30 0001713863 us-gaap:TechnologySectorMember 2024-02-01 2024-04-30 0001713863 us-gaap:RealEstateSectorMember 2024-02-01 2024-04-30 0001713863 us-gaap:HealthcareSectorMember 2024-08-01 2025-04-30 0001713863 us-gaap:TechnologySectorMember 2024-08-01 2025-04-30 0001713863 us-gaap:RealEstateSectorMember 2024-08-01 2025-04-30 0001713863 us-gaap:HealthcareSectorMember 2023-08-01 2024-04-30 0001713863 us-gaap:TechnologySectorMember 2023-08-01 2024-04-30 0001713863 us-gaap:RealEstateSectorMember 2023-08-01 2024-04-30 0001713863 country:US 2025-04-30 0001713863 country:IL 2025-04-30 0001713863 country:US 2024-07-31 0001713863 country:IL 2024-07-31 0001713863 2017-05-01 2017-05-31 0001713863 us-gaap:LicenseAgreementTermsMember 2024-08-01 2025-04-30 0001713863 rfl:FifteenthAnniversaryMember 2024-08-01 2025-04-30 0001713863 us-gaap:CommonClassBMember 2023-04-14 0001713863 us-gaap:CommonClassBMember 2025-04-30 2025-04-30 0001713863 us-gaap:CommonClassBMember 2021-05-27 0001713863 us-gaap:CommonClassBMember 2021-06-01 2021-06-01 0001713863 us-gaap:CommonClassBMember 2021-08-24 2021-08-24 0001713863 us-gaap:CommonClassBMember 2021-08-24 0001713863 us-gaap:CommonClassBMember 2021-08-19 0001713863 rfl:JonasOfferingMember 2021-08-19 0001713863 2021-08-19 2021-08-19 0001713863 rfl:PlanMember us-gaap:CommonClassBMember 2022-01-19 0001713863 rfl:PlanMember us-gaap:CommonClassBMember 2022-11-28 0001713863 rfl:PlanMember us-gaap:CommonClassBMember 2025-01-13 0001713863 rfl:PlanMember us-gaap:CommonClassBMember 2024-08-01 2025-04-30 0001713863 rfl:PlanMember 2025-04-30 0001713863 us-gaap:CommonClassBMember 2022-07-06 2022-07-06 0001713863 us-gaap:CommonClassBMember 2022-07-06 0001713863 2022-07-06 2022-07-06 0001713863 2022-06-13 2022-06-13 0001713863 us-gaap:CommonClassBMember 2022-06-13 2022-06-13 0001713863 2022-06-13 0001713863 2024-06-19 2024-06-19 0001713863 us-gaap:CommonClassBMember 2024-06-19 2024-06-19 0001713863 rfl:StockOptionsMember 2025-01-31 0001713863 2024-08-01 2025-01-31 0001713863 2025-04-30 2025-04-30 0001713863 rfl:RMD2022PlanMember 2024-08-01 2025-04-30 0001713863 rfl:RMD2023PlanMember 2024-08-01 2025-04-30 0001713863 rfl:RMD2023PlanMember 2025-04-30 0001713863 rfl:RafaelMedicalDevicesLLCMember 2025-04-30 0001713863 rfl:RafaelMedicalDevicesLLCMember 2024-08-01 2025-04-30 0001713863 rfl:CornerstoneCommonOptionsMember 2025-04-30 0001713863 rfl:CornerstoneCommonOptionsMember 2024-08-01 2025-04-30 0001713863 rfl:ClassAOptionMember 2025-04-30 0001713863 rfl:ClassBOptionMember 2025-04-30 0001713863 2003-01-01 2003-12-31 0001713863 rfl:CornerstoneCommonOptionsMember 2003-01-01 2003-12-31 0001713863 srt:WeightedAverageMember 2025-04-30 0001713863 2022-01-31 2022-01-31 0001713863 rfl:NonEmployeeDirectorsMember 2022-01-31 2022-01-31 0001713863 rfl:NonEmployeeDirectorsMember rfl:PlanMember 2022-01-31 2022-01-31 0001713863 rfl:EquityIncentivePlanMember 2022-01-31 2022-01-31 0001713863 2022-02-01 2022-02-01 0001713863 2022-06-14 2022-06-14 0001713863 srt:BoardOfDirectorsChairmanMember 2023-01-01 2023-01-31 0001713863 srt:ChiefFinancialOfficerMember 2023-01-01 2023-01-31 0001713863 srt:ChiefFinancialOfficerMember rfl:EquityIncentivePlanMember 2023-01-01 2023-01-31 0001713863 2023-01-27 2023-01-27 0001713863 2022-08-01 2023-07-31 0001713863 rfl:JonasOfferingMember 2023-08-28 2023-08-28 0001713863 rfl:ClassBRestrictedStockMember 2023-10-25 2023-10-25 0001713863 rfl:ClassBRestrictedStockMember 2024-01-05 2024-01-05 0001713863 rfl:JonasOfferingMember us-gaap:CommonClassBMember 2024-06-13 2024-06-13 0001713863 us-gaap:CommonClassBMember 2025-01-06 2025-01-06 0001713863 us-gaap:CommonClassBMember 2025-01-13 2025-01-13 0001713863 rfl:StockOptionsMember us-gaap:CommonClassBMember 2025-01-31 0001713863 rfl:StockOptionsMember 2024-08-01 2025-01-31 0001713863 2024-07-31 2024-07-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2024-07-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2024-07-31 2024-07-31 0001713863 rfl:RafaelMedicalDevicesLLCMember 2024-08-01 2025-04-30 0001713863 rfl:RafaelMedicalDevicesLLCMember 2025-04-30 0001713863 rfl:ReplacementWarrantsIssuedAsPartOfTheCycloMergerOnMarch252025Member 2025-04-30 0001713863 rfl:WarrantsExpiredMember 2024-08-01 2025-04-30 0001713863 rfl:WarrantsOutstandingApril302025Member 2025-04-30 0001713863 rfl:December2018UnitsOfferingWarrantMember 2025-04-30 0001713863 rfl:PlacementAgentWarrantsApril2020ThinkEquityTailMember 2025-04-30 0001713863 rfl:August2020PIPEWarrantMember 2025-04-30 0001713863 rfl:PublicOffering2020Member 2025-04-30 0001713863 rfl:PlacementAgentWarrantsDecember2020MaximMember 2025-04-30 0001713863 rfl:April2023PIPEWarrantsMember 2025-04-30 0001713863 rfl:October2023WarrantExchangeMember 2025-04-30 0001713863 us-gaap:RelatedPartyMember 2025-01-31 0001713863 rfl:OtherMember 2025-01-31 0001713863 us-gaap:SubsequentEventMember 2025-06-04 2025-06-04 0001713863 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember 2025-06-04 2025-06-04 0001713863 us-gaap:SubsequentEventMember 2025-06-04 0001713863 rfl:CycloConvertibleNoteXMember us-gaap:SubsequentEventMember 2025-06-04 2025-06-04 0001713863 us-gaap:CommonClassBMember us-gaap:SubsequentEventMember 2025-06-04 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure rfl:Ratio utr:sqft

Filing Compare · Rafael Holdings, Inc.