| (a) | The following documents are filed as part of this Report: |
| 1 | Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements. |
Consolidated Financial Statements covered by Report of Independent Registered Public Accounting Firm.
| 2 | Financial Statement Schedules. |
All schedules have been omitted since they are either included in the Notes to Consolidated Financial Statements or not required or not applicable.
| 3 | Exhibits. The exhibits listed in paragraph (b) of this item are filed, furnished, or incorporated by reference as part of this Form 10-K. |
Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
| ● | may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; |
| ● | may apply standards of materiality that differ from those of a reasonable investor; and |
| ● | were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
| Exhibit Number | Description |
| 2.1(1) | Agreement and Plan of Merger, dated as of August 21, 2024, by and among Rafael, Cyclo, First Merger Sub and Second Merger Sub. |
| 3.1(2) | Amended and Restated Certificate of Incorporation of Rafael Holdings, Inc. |
| 3.2(3) | Third Amended and Restated By-Laws of Rafael Holdings, Inc. |
| 4.2* | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 |
| 10.1(4) | 2021 Equity Incentive Plan, as amended and restated |
| 10.2(3) | Employment Agreement dated as of June 13, 2022, between the Company and Howard S. Jonas. |
| 10.3(5) | Letter Agreement dated January 20, 2022, between the Company and William Conkling. |
| 10.4* | Letter Agreement dated November 16, 2023, between the Company and John Goldberg |
| 10.5(6) | Securities Purchase Agreement, dated August 19, 2021, by and among Rafael Holdings, Inc. and the Investors named therein. |
| 10.6(6) | Securities Purchase Agreement, dated August 19, 2021, by and among Rafael Holdings, Inc. and I9 Plus, LLC. |
| 10.7(6) | Registration Rights Agreement, dated August 19, 2021, by and among Rafael Holdings, Inc. and the Investors named therein. |
| 21.01* | Subsidiaries of the Registrant |
| 23.1* | Consent of CohnReznick LLP, Independent Registered Public Accounting Firm |
| 31.01* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.02* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.01* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.02* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97* | Compensation Clawback Policy |
| 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). |
| * | Filed or furnished herewith. |
|---|
| (1) | Incorporated by reference to Form 8-K, filed August 22, 2024. |
| (2) | Incorporated by reference to Form 10-12G/A, filed March 26, 2018. |
| (3) | Incorporated by reference to Form 8-K, filed June 14, 2022. |
| (4) | Incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement, filed with the Commission on November 28, 2022. |
| (5) | Incorporated by reference to Form 8-K, filed January 21, 2022. |
| (6) | Incorporated by reference to Form 8-K, filed August 24, 2021. |
| (7) | Incorporated by reference to Form 8-K, filed May 9, 2022. |
