Rafael Holdings, Inc.
For the period ended Jan 31, 2026. Filed Mar 16, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2026 · Filed Mar 16, 2026
RFL$1.04-1.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-10-31; filed 2025-12-12.
0001213900-25-120897
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-01-31; filed 2026-03-16.
0001213900-26-028348
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 53 previous paragraphs and 56 current paragraphs.
32 unchanged; 20 reworded; 4 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
*Cost of product revenue.*Cost of product revenue for the Healthcare segment for the three and six months ended January 31, 2026, increased from $— during the three and six months ended January 31, 2025 due to the inclusion of cost of product revenue generated by Cyclo following the Merger in March 2025.
Current report
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 the three months ended January 31, 2025 under ASC 350 and ASC 360 that required the Company to assess if there was an impairment. 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. 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 three months ended January 31, 2025.
Current report
*Gain on settlement of accounts payable and convertible notes payable.*We recorded a gain of $0.2 million for the three and six months ended January 31, 2026 related to settlements between Cornerstone and various vendors and convertible notes holders.
Current report
*Other (loss) income, net.*We recorded other income, net of an insignificant amount for the three months ended January 31, 2026 and other income, net of $0.1 million for the six months ended January 31, 2026. The income was primarily related to the gain on the sale of Cornerstone fixed assets. For the three and six months ended January 31, 2025, we recorded other loss, net of $0.1 million primarily due to the loss on sale of Day Three fixed assets.
Removed paragraphs (1)
Previous report
*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.
Reworded paragraphs (20)
Previous wording
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 Niemann-Pick Disease Type C1 (“NPC1”), a rare, fatal and progressive genetic disorder. We also hold: (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. Our 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. We are currently evaluating our other holdings to ensure the future focus of our resources on core assets and specifically the Trappsol® Cyclo™ clinical and development efforts.
Current wording
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 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) 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 bring to market better, cleaner, more precise and predictable versions of their product by utilizing Day Three’s technology. The Company’s primary focus and goals are 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. We are currently evaluating our other holdings to ensure the future focus of our resources are on core assets and specifically Trappsol® Cyclo’s™ clinical and development efforts.
Previous wording
*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.
Current wording
*Product revenue.*Total revenue for the Healthcare segment for the three and six months ended January 31, 2026, increased to $0.1 million and $0.3 million, respectively, compared to $0 for the three and six months ended January 31, 2025. This increase is due to the inclusion of product revenue generated by Cyclo following the Merger in March 2025 as well as product sales generated by RMD following the FDA’s clearance of the VECTR System.
Previous wording
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 months ended October 31, 2025 compared to the three months ended October 31, 2024 is primarily due to the consolidation of Cyclo’s general and administrative expenses, amounting to $0.9 million, partially offset by a decrease of $0.3 million of payroll due to terminations, and a $0.1 million decrease in stock based compensation.
Current wording
General and administrative expenses. General and administrative expenses consist mainly of payroll, stock-based compensation expense, benefits, facilities, consulting and professional fees. The decrease in general and administrative expenses during the three months ended January 31, 2026 compared to the three months ended January 31, 2025 is primarily due to decreases: in payroll of $0.3 million; in stock based compensation of $0.1 million; in professional fees of $0.5 million; and in other general and administrative expenses of $0.1 million. This decrease was partially offset by the inclusion of Cyclo’s general and administrative expenses of $0.8 million in the fiscal 2026 period. The increase in general and administrative expenses in the six months ended January 31, 2026 compared to the six months ended January 31, 2025 is primarily attributable to the inclusion of Cyclo’s general and administrative expenses of $1.7 million in the fiscal 2026 period. This increase was partially offset by decreases of: $0.6 million of payroll due to terminations; $0.3 million in stock based compensation; and $0.5 million in professional fees.
Previous wording
Research and development expenses. Research and development expenses increased for the three months ended October 31, 2025 compared to the three months ended October 31, 2024. Research and development expenses are derived from activity at Cyclo, Barer, LipoMedix, Farber, Cornerstone, and Rafael Medical Devices. The increase is primarily due to the consolidation of Cyclo’s research and development expenses, amounting to $6.3 million, an increase in stock based compensation expense of $0.4 million, offset by a $0.2 million decrease in payroll due to terminations and a $0.2 million decrease in clinical trial and other expenses, excluding Cyclo.
Current wording
Research and development expenses. Research and development expenses are derived from activity at Cyclo, Barer, LipoMedix, Farber, Cornerstone, and Rafael Medical Devices. Research and development expenses increased for the three and six months ended January 31, 2026 compared to the three and six months ended January 31, 2025. For the three months ended January 31, 2026, the increase was attributable to Cyclo’s research and development expenses of $4.0 million, offset by decreases: in payroll of $0.3 million and in clinical trial expenses and other expenses, excluding Cyclo of $0.1 million. For the six months ended January 31, 2026, the increase was attributable to Cyclo’s research and development expenses which amounted to $10.4 million, plus an increase in stock based compensation expense of $0.4 million, partially offset by a $0.5 million decrease in payroll due to terminations and a $0.3 million decrease in clinical trial and other expenses, excluding Cyclo.
Previous wording
The Infusion Technology segment is comprised of 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 Unlokt TM technology. Cost 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. Research and development expenses for the Infusion Technology segment include costs related to the development of new products and services.
Current wording
The Infusion Technology segment is comprised of 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 Unlokt™ technology. Cost 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. Research and development expenses for the Infusion Technology segment include costs related to the development of new products and services.
Previous wording
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.
Current wording
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 and six months ended January 31, 2026 compared to the prior year periods.
Previous wording
General and administrative expenses. General and administrative expenses consist mainly of real estate taxes, payroll, accounting and legal fees, as well as building operating and office expenses. The decrease in general and administrative expenses during the three months ended October 31, 2025 compared to the three months ended October 31, 2024 is primarily the result of a decrease in real estate taxes.
Current wording
General and administrative expenses. General and administrative expenses consist mainly of real estate taxes, payroll, accounting and legal fees, as well as building operating and office expenses. The decrease in general and administrative expenses during the three and six months ended January 31, 2026 compared to the three and six months ended January 31, 2025 is primarily the result of a decrease in real estate taxes.
Previous wording
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.
Current wording
Interest income. We recorded interest incomeof $0.3 million and $0.5 million for the three months ended January 31, 2026 and 2025, respectively, and interest income of$0.7 millionand$1.1 millionfor the six months ended January 31, 2026 and 2025, 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.
Previous wording
*Realized gain on available-for-sale securities.*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.
Current wording
*Realized gain on available-for-sale securities.*We recognized a realized loss on available-for-sale securities of$16 thousand for the three months ended January 31, 2025 and again on available-for-sale securities of $0.2 millionfor thesix months ended January 31, 2025, related to sale and maturity activity. The available-for-sale portfolio was sold in November 2024.
Previous wording
*Unrealized loss on investment - Cyclo.*Unrealized gains and losses on investment - Cyclo are recognized as a result of changes in the fair value of our investments in Cyclo common stock and warrants which fluctuated due to the volatility of the market price of Cyclo common stock leading up to the Cyclo Merger. We recorded an unrealized loss of $4.4 million for the three months ended October 31, 2024.
Current wording
*Unrealized loss on investment - Cyclo.*Unrealized gains and losses on investment - Cyclo are recognized as a result of changes in the fair value of our investments in Cyclo common stock and warrants which fluctuated due to the volatility of the market price of Cyclo common stock leading up to the Merger. We recorded an unrealized gain of $0.6 million for the three months ended January 31, 2025 and an unrealized loss of $3.8 million for the six months ended January 31, 2025.
Previous wording
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.
Current wording
Unrealized loss on convertible notes receivable, due from Cyclo. We recorded an unrealized gain of $0.5 million for the three months ended January 31, 2025 and an unrealized loss of $1.1 million for the six months ended January 31, 2025 related to the change in fair value of our convertible notes receivable due from Cyclo, which were forgiven as part of the Merger and therefore not held during the six months ended January 31, 2025.
Previous wording
Interest 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.
Current wording
Interest expense. We recorded interest expenseof $0.2 for the three months ended January 31, 2026 and 2025, respectively, and $0.3 million for the six months ended January 31, 2026 and 2025, respectively, related to Cornerstone’s convertible notes and creditor payable.
Previous wording
*Net income (loss) attributable to noncontrolling interests.*The change in the net income (loss) attributable to noncontrolling interests is primarily attributed to higher net losses at certain majority-owned subsidiaries during the three months ended October 31, 2024.
Current wording
*Net income (loss) attributable to noncontrolling interests.*The change in the net income (loss) attributable to noncontrolling interests is attributed to lower net losses at certain majority-owned subsidiaries during the three and six months ended January 31, 2026 as compared to the three and six months ended January 31, 2025.
Previous wording
As of October 31, 2025, we held cash and cash equivalents of approximately $45.5 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.
Current wording
As of January 31, 2026, we held cash and cash equivalents of approximately $37.8 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.
Previous wording
For the three months ended October 31, 2025, cash used in operating activities was $6.8 million, impacted by a net loss of $9.8 million adjusted for non-cash items totaling $0.6 million. Cash generated from operating assets and liabilities primarily included the collection of other receivables of $1.2 million and accounts receivable of $0.2 million, as well as an increase in accounts payable and accrued expenses of $0.5 and a decrease in prepaid clinical trial costs of $0.2 million.
Current wording
For the six months ended January 31, 2026, cash used in operating activities was $14.3 million, impacted by a net loss of $16.1 million adjusted for non-cash items totaling $-0.8 million. Cash generated from operating assets and liabilities primarily included the collection of other receivables of $1.2 million and accounts receivable of $0.3 million as well as an increase in accounts payable and accrued expenses of $1.0 million partially offset by an increase in prepaid clinical trial costs $1.0 million, a decrease in accrued non-current expenses of $0.4 million, an increase in prepaid expenses of $0.09 million, and a decrease in convertible notes payable totaling $0.1 million.
Previous wording
For the three months ended October 31, 2024, cash used in operating activities was $3.0 million, impacted by a net loss of $9.2 million adjusted for non-cash items totaling $5.9 million. Cash used from operating assets and liabilities primarily included the collection of $0.2 million of accounts receivable and $0.1 million of interest receivables, offset by a decrease in accounts payable and accrued expenses of $0.1 million.
Current wording
For the six months ended January 31, 2025, cash used in operating activities was $5.4 million, impacted by a net loss of $14.5 million adjusted for non-cash items totaling $8.6 million. Cash used from operating assets and liabilities primarily included the collection of $0.2 million of accounts receivable and $0.5 million of interest receivables as well as an increase in accrued non-current expenses of $0.3 million, offset by a decrease in accounts payable and accrued expenses of $0.4 million.
Previous wording
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.
Current wording
Cash used in investing activities for the six months ended January 31, 2026 was primarily due to the purchase of investments in Nina Medical for $0.8 million, offset by proceeds of $0.1 million from the sale of property and equipment.
Previous wording
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.
Current wording
Cash provided by investing activities for the six months ended January 31, 2025 was primarily due to proceeds of $80.7 million from sales and maturities of available-for-sale securities and proceeds from Hedge Funds of $2.3, offset by purchases of available-for-sale securities of approximately $16.9 million, and payments for $15.0 million in convertible notes receivable, due from Cyclo.
Previous wording
Cash used in financing activities for the three months ended October 31, 2025 was primarily related to $28 thousand of payments for taxes on shares withheld for employee taxes.
Current wording
Cash used in financing activities for the six months ended January 31, 2026 was primarily related to $60 thousand of payments for taxes on shares withheld for employee taxes.
Previous wording
Cash used in financing activities for the three months ended October 31, 2024 was primarily related to the $48 thousand of payments for taxes on shares withheld for employee taxes.
Current wording
Cash used in financing activities for the six months ended January 31, 2025 was primarily related to the $75 thousand of payments for taxes on shares withheld for employee taxes.