Rafael Holdings, Inc.

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. 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.

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. 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) a majority equity, and debt, interest in Cornerstone Pharmaceuticals, Inc. (“Cornerstone”), formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company; (iv) a majority equity 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 equity 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.

Previous wording

In May 2023, we first invested in Cyclo, 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 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, we consummated the Merger with Cyclo whereby Cyclo became a wholly-owned subsidiary of the Company. See Note 3 for more information on the Merger with Cyclo.

Current wording

In May 2023, we first invested in Cyclo, 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 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, we consummated the Merger with Cyclo whereby Cyclo became a wholly-owned subsidiary of the Company. In addition, Cyclo entered into an exclusive, worldwide, royalty-bearing Patent License Agreement with the Massachusetts Institute of Technology (“MIT”) for certain patent rights relating to small molecules to improve myelination in Alzheimer’s disease and APOE4 carriers.

Previous wording

*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 wording

*Cost of product revenue.*Cost of product revenue for the Healthcare segment for the three and nine months ended April 30, 2026, was $8 thousand and $29 thousand, respectively, compared to $9 thousand for the three and nine months ended April 30, 2025.

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 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.

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 April 30, 2026 compared to the three months ended April 30, 2025 is primarily due to decreases: in payroll expenses of $0.1 million; in stock-based compensation expense of $0.2 million; in professional fees of $0.4 million; and in other expenses of $0.3 million. The decrease in general and administrative expenses for the nine months ended April 30, 2026 compared to the nine months ended April 30, 2025 is primarily attributable to decreases: in payroll expense of $0.6 million; in stock based compensation expense of $0.4 million; in professional fees of $0.8 million; and in other expenses of $0.4 million. The decreases were partially offset by the increase in Cyclo’s general and administrative expenses of $1.5 million.

Previous 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.

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 have increased for the three and nine months ended April 30, 2026 compared to the three and nine months ended April 30, 2025. For the three months ended April 30, 2026, the increase was attributable to Cyclo’s research and development expenses of $2.5 million offset by decreases: in R&D payroll expense of $0.3 million; and in clinical trial and other expenses of $0.2 million. For the nine months ended April 30, 2026, the increase was attributable to the increase in Cyclo’s research and development expenses which amounted to $12.8 million as well as an increase in R&D stock-based compensation expense of $0.4 million offset by decreases: in R&D payroll of $0.9 million; and in clinical trial and other expenses of $0.5 million.

Previous wording

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 wording

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, that required us to assess if there was an impairment under ASC 350 and ASC 360. 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.

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 and six months ended January 31, 2026 compared to the prior year periods.

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 nine months ended April 30, 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 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.

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.

Previous 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.

Current wording

Interest income. We recorded interest incomeof$0.3 millionand$0.5 millionfor the three months ended April 30, 2026 and 2025, respectively, andinterest incomeof$1.0 millionand$1.5 millionfor the nine months ended April 30, 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 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.

Current wording

*Realized gain on available-for-sale securities.*We recognized a realized gain on available-for-sale securities of $0.2 millionfor thenine months ended April 30, 2025, related to sale and maturity activity. No realized gains were recognized during the three and nine months ended April 30, 2026 or the three months ended April 30, 2025 as 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 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.

Current wording

*Unrealized loss on investment - Cyclo.*Unrealized gains and losses on investment - Cyclo were 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.

Previous 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.

Current wording

Unrealized loss on convertible notes receivable, due from Cyclo. We recorded an unrealized gain of $0.4 million for the three months ended April 30, 2025 and an unrealized loss of $0.7 million for the nine months ended April 30, 2025, related to the change in fair value of our convertible notes receivable due from Cyclo, which were forgiven as part of the Cyclo merger.

Previous wording

*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 wording

*Gain on settlement of accounts payable and convertible notes payable.*We recorded a gain of $3.7 million for the three months ended April 30, 2026 and a gain of $4.0 million for the nine months ended April 30, 2026, related to settlements between Cornerstone and various vendors and convertible notes holders.

Previous 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.

Current wording

Interest expense. We recorded interest expenseof$0.3 millionfor the nine months ended April 30, 2026 related to Cornerstone’s convertible notes and creditor payable. We recorded interest expenseof $0.2 millionand$0.5 millionfor the three and nine months ended April 30, 2025, respectively, related to Cornerstone’s convertible notes and creditor payable. During the three and nine months ended April 30, 2026, Cornerstone settled certain convertible notes and the creditor payable.

Previous wording

*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.

Current wording

*Other income, net.*We recorded other income, net of an insignificant amount for the three months ended April 30, 2026 and other income, net of$0.1 millionfor the nine months ended April 30, 2026. Other income, net was $0.1 million and an insignificant amount for the three and nine months ended April 30, 2025, respectively, due to the gain on sale of Cornerstone’s IPR&D.

Previous 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.

Current wording

*Net income (loss) attributable to noncontrolling interests.*The change in the net income (loss) attributable to noncontrolling interests is primarily attributed to lower net losses at certain majority-owned subsidiaries during the three and nine months ended April 30, 2026 as compared to the three and nine months ended April 30, 2025.

Previous 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.

Current wording

As of April 30, 2026, we held cash and cash equivalents of approximately $30.5 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.

Previous 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.

Current wording

For the nine months ended April 30, 2026, cash used in operating activities was $21.6 million impacted by a net loss of $19.0 million adjusted for non-cash items totaling $2.7 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, offset by an increase in prepaid clinical trials of $0.7 million, a decrease in accounts payable and accrued expenses of $0.2 million and accrued expenses, noncurrent of $0.4 million.

Previous 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.

Current wording

For the nine months ended April 30, 2025, cash used in operating activities was $8.5 million, impacted by a net loss of $18.6 million adjusted for non-cash items totaling $10.0 million. Cash used from operating assets and liabilities primarily included the collection of interest receivable of $0.5 million, the use of prepaid expenses and other current assets of $1.0 million, and the increase of accrued expenses of $0.5 million, offset by an increase in prepaid clinical trials of $1.3 million, and a decrease in accounts payable and accrued expenses of $0.6 million.

Previous 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.

Current wording

Cash used in investing activities for the nine months ended April 30, 2026 of $0.7 million was primarily due to the purchase of preferred shares from Nina Medical Ltd. 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 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.

Current wording

Cash provided by investing activities for the nine months ended April 30, 2025 of $43.9 million was primarily due to proceeds of $80.7 million from sales and maturities of available-for-sale securities and $2.3 million in proceeds from hedge funds, offset by purchases of available-for-sale securities of approximately $16.9 million, purchases of $19.5 million in convertible notes receivable, due from Cyclo, and cash paid in the Cyclo Merger, net of cash acquired, of $2.3 million.

Previous 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.

Current wording

Cash used in financing activities for the nine months ended April 30, 2026 was related to payment for taxes related to shares withheld for employee taxes of $79 thousand and cash paid to settle convertible notes payable of $11 thousand.

Previous 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.

Current wording

Cash used in financing activities for the nine months ended April 30, 2025 was related to a payment for taxes related to shares withheld for employee taxes of $108 thousand and offset by proceeds from sale of RMD membership units of $44 thousand.

Previous wording

The application 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. These 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 for fiscal year 2025.

Current wording

The application 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. These 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 for fiscal year 2025 as filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 29, 2025 (the “2025 Form 10-K”).