UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 5, 2018

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (973) 438-1000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On September 7, 2018, the Registrant posted the attached release (the “Release”) to the investor relations page of the Registrant’s website (www.rafaelholdings.com) announcing that on September 5, 2018, a non-operating subsidiary of Rafael Holdings, Inc. (the “Registrant”), partially exercised the Warrant (the “Warrant”) to purchase Series D Convertible Preferred Stock of Rafael Pharmaceuticals, Inc. (“Rafael Pharmaceuticals”) held by certain subsidiaries of the Registrant. CS Pharma Holdings, LLC (“CS Pharma”), purchased 8.0 million shares of Rafael Pharmaceuticals’ Series D Convertible Preferred Stock for $10 million representing approximately 7.9% of the equity on a fully-diluted basis (excluding the remainder of the Warrant) of Rafael Pharmaceuticals.

Rafael Pharmaceuticals is a clinical stage, oncology-focused pharmaceutical company committed to the development and commercialization of therapies that exploit the metabolic differences between normal cells and cancer cells. The Registrant owns 90% of a non-operating subsidiary, IDT-Rafael Holdings, LLC (“IDT-Rafael Holdings”). Among other assets, IDT-Rafael Holdings holds 50% of CS Pharma. The Warrant is exercisable for up to 56% of the equity of Rafael Pharmaceuticals. The right to exercise the first $10,000,000 worth of the Warrant was held by CS Pharma, and the remainder of the rights in Rafael Pharmaceutical is held directly by IDT-Rafael Holdings.

The proceeds from the partial exercise of the Warrant will be used by Rafael Pharmaceuticals to pay expenses related to its Phase III clinical trials of its CPI-613 flagship compound and other phases of trials and research as well as for general corporate purposes.

A copy of the Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

Item 8.01. Other Events.

The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 7, 2018

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