SCHEDULE 13D/A: Major Shareholder Howard Jonas Boosts Stake in Rafael Holdings to 29.2% Following Rights Offering and Merger

Howard Jonas, a significant beneficial owner, has increased his stake in Rafael Holdings, Inc. to 29.2% of outstanding shares and 50.9% of combined voting power following a business combination with Cyclo Therapeutics and participation in a $25.0 million rights offering.

Summary

• Rafael Holdings, Inc. completed a business combination transaction with Cyclo Therapeutics, Inc. on March 25, 2025, which resulted in the issuance of approximately 7,132,228 shares of Class B Common Stock.
• Howard Jonas, through various entities and trusts, increased his beneficial ownership in Rafael Holdings to an aggregate of 14,688,994 shares of Class B Common Stock.
• This increased beneficial ownership represents approximately 29.2% of the issued and outstanding shares and 50.9% of the combined voting power of the Company's outstanding capital stock as of June 9, 2025.
• On June 5, 2025, Mr. Jonas and his affiliates purchased an aggregate of 16,400,770 shares of Class B Common Stock pursuant to a Standby Purchase Agreement, which was part of a rights offering announced on April 29, 2025.
• The rights offering provided Rafael stockholders with the right to purchase 0.526 of a share of Class B Common Stock at $1.28 per share for each share held as of May 9, 2025, aiming for a total offering amount of $25.0 million.
• Mr. Jonas committed to purchasing any unsubscribed shares in a private placement at the same price of $1.28 per share.
• Share transfers occurred on June 26, 2024, and July 24, 2024, involving 565,538 shares of Class B Common Stock each, moving from Deborah Jonas to the Debbie Y. Jonas 2018 Marital Trust, and then to the Debbie Y. Jonas 2018 Dynasty Trust, with Mr. Jonas maintaining shared voting and investment control.

Sentiment

Score: 7

Explanation: The document indicates strong insider commitment through increased beneficial ownership and participation in a capital raise, which is generally viewed positively. The completion of the merger is also a positive step. No negative information is presented.

Positives

• Increased beneficial ownership by a key insider (Howard Jonas) to 29.2% of outstanding shares and 50.9% of combined voting power, indicating strong commitment and alignment with shareholder interests.
• Successful completion of a $25.0 million rights offering, supported by a Standby Purchase Agreement with Mr. Jonas, ensuring capital infusion for the company.
• Completion of the business combination transaction with Cyclo Therapeutics, Inc., which could expand Rafael Holdings' strategic scope.

Risks

• No specific risks are detailed in this Schedule 13D/A filing, which primarily focuses on ownership changes and related transactions.

Future Outlook

Howard Jonas has 39,754 unvested restricted shares of Class B Common Stock scheduled to vest on June 13, 2025.

Industry Context

This filing reflects a significant increase in beneficial ownership by a key insider, Howard Jonas, following a strategic business combination and a capital raise. Such insider commitment can be viewed positively by the market, signaling confidence in the company's future direction, especially after a merger. This move aligns with a trend where strategic investors or founders consolidate control to steer the company through significant transitions.

Related Party Transactions

• On June 5, 2025, affiliates of Mr. Jonas purchased 16,400,770 shares of Class B Common Stock pursuant to a Standby Purchase Agreement entered into with Rafael Holdings, where Mr. Jonas committed to purchasing unsubscribed shares.
• Transfers of 565,538 shares of Class B Common Stock occurred on June 26, 2024, and July 24, 2024, between Deborah Jonas (Mr. Jonas's wife), the Debbie Y. Jonas 2018 Marital Trust, and the Debbie Y. Jonas 2018 Dynasty Trust, over which Mr. Jonas maintains shared voting and investment control.

Stakeholder Impact

• Shareholders: The rights offering provided existing shareholders an opportunity to maintain their proportional ownership. The significant insider participation in the capital raise may instill confidence in the company's future.
• Company (Rafael Holdings): The capital raise provides essential funding, and the completed merger with Cyclo Therapeutics expands its business scope and strategic direction.

Next Steps

• Vesting of 39,754 unvested restricted shares of Class B Common Stock held by Mr. Jonas on June 13, 2025.

Key Dates

Keywords

Rafael Holdings, Howard Jonas, Schedule 13D, Beneficial Ownership, Class B Common Stock, Rights Offering, Standby Purchase Agreement, Cyclo Therapeutics Merger, Insider Ownership, Capital Raise, SEC Filing