Results of Operations and Financial Condition. On June 11, 2026, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter ended April 30, 2026. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is furnishing the information co…

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 unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.

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 unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.

Results of Operations and Financial Condition. On March 16, 2026, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter ended January 31, 2026. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is furnishing the information…

Results of Operations and Financial Condition. On December 11, 2025, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter ended October 31, 2025. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is furnishing the informat…

Results of Operations and Financial Condition. On October 29, 2025, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter and fiscal year ended July 31, 2025. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is furnishing…

Director — Alan Grayson: Election of Alan Grayson as a director to fill the vacancy created by Stephen Greenberg's passing.

Chief Medical Officer — John Goldberg: John Goldberg resigned as Chief Medical Officer.

Chief Executive Officer — Scott Fine: Scott Fine resigned as CEO of Cyclo Therapeutics, LLC and was elected as an ex-officio director of the Company.

Results of Operations and Financial Condition. On June 11, 2025, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter ended April 30, 2025. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is furnishing the information co…

Unregistered Sales of Equity Securities. Under the terms of the previously announced backstop private placement pursuant to that certain Standby Purchase Agreement dated as of May 6, 2025 (the “Purchase Agreement”), between Rafael Holdings, Inc. (the “Company”) and Howard S. Jonas, the Company’s Chief Executive Officer, President, Executive Chairman and Chairman of the Board of the Directors of the Company (the “Standby Purchaser”), the Company will, within the next several business days, iss…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. Standby Purchase Agreement On May 6, 2025 (the “Effective Date”), Rafael Holdings, Inc., a Delaware corporation (the “Company”), entered into a Standby Purchase Agreement (the “Purchase Agreement”) with Howard S. Jonas, the Company’s Executive Chairman and Chairman of the Board (the “Standby Purchaser”). The Purchase Agreement provides: ● The Company shall conduct a rights offering (the “Rights Offering”) in which it will distribute, at no charge, t…

CEO and President — William Conkling: William Conkling resigned as CEO and President, succeeded by Howard Jonas.

Director — Markus W. Sieger: Mr. Markus W. Sieger was appointed as a new member of the Board following a merger agreement.

Completion of Acquisition or Disposition of Assets. On March 25, 2025, Rafael Holdings, Inc., a Delaware corporation (“Rafael”), completed the previously announced business combination transaction with Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”) contemplated by that certain Agreement and Plan of Merger, dated as of August 21, 2024 (as amended as of December 18, 2024 and February 4, 2025), the “Merger Agreement”), by and among the Company; Cyclo; Tandem Therapeutics, Inc., a Nevad…

Other Events. On March 26, 2025, Rafael issued a press release announcing, among other things, the closing of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. 2

Results of Operations and Financial Condition. On March 13, 2025, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter ended January 31, 2025. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is furnishing the information…

Entry into a Material Definitive Agreement. On August 21, 2024, Rafael Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”), by and among the Company; Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”); Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“First Merger Sub”); and Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subs…

Results of Operations and Financial Condition. On December 11, 2024, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter ended October 31, 2024. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is furnishing the informat…

Results of Operations and Financial Condition. On November 6, 2024, Rafael Holdings, Inc. (the “Company”) distributed over a wire service and posted an earnings release to the investors page of its website (www.rafaelholdings.com) announcing its results of operations for the fiscal quarter and fiscal year ended July 31, 2024. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company is furnishing…

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On August 21, 2024, Rafael Holdings, Inc. (“Rafael” or the “Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among: Rafael; Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Rafael (“First Merger Sub”); Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Rafael (“Second Merger Sub” and together with First Merge…

of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Important Information about the Business Combination and Where to Find It In connection wit…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained under the heading “ Second Amended and Restated Note Purchase Agreement ” in

Director — Mark McCamish: Mark McCamish resigned as director and was succeeded by Mark N. Stein, MD.