UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No.1

 

 Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended July 31, 2018.

 

or

 

 Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934.

 

Commission File Number: 000-55863

 

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

82-2296593

(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

520 Broad Street, Newark, New Jersey 07102
(Address of principal executive offices, zip code)

 

(212) 658-1450
(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Class B common stock, par value $.01 per share   NYSE American

 

Securities registered pursuant to section 12(g) of the Act: None 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No ☐ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No ☐ 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ☐
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.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No ☒ 

As of October 10, 2018, the registrant had outstanding 11,786,397 shares of Class B common stock and 787,163 shares of Class A common stock. 

DOCUMENTS INCORPORATED BY REFERENCE 

The definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders, to be held January 10, 2019, is incorporated by reference into Part III of this Form 10-K to the extent described therein. 

 

 

 

 

 

Explanatory Note

 

The purpose of this Amendment No. 1 to the Annual Report on Form 10-K of Rafael Holdings, Inc. for the year ended July 31, 2018, filed with the Securities and Exchange Commission on October 15, 2018 (the “Original Filing”), is solely to correct certain formatting and a date in the Report of Independent Registered Public Accounting Firm set forth on page F-2 of the Form 10-K. The revised Report of Independent Registered Public Accounting Firm is set forth herein.

 

This Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Filing, nor does it reflect events occurring after the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.

 

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Signatures

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  RAFAEL HOLDINGS, INC.
     
  By: /s/ Howard S. Jonas
    Howard S. Jonas
Chairman of the Board of Directors and
Chief Executive Officer

 

Date: October 17, 2018

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature

 

Titles

 

Date

         
/s/ Howard S. Jonas   Chairman of the Board and Chief Executive Officer   October 17, 2018
Howard S. Jonas   (Principal Executive Officer)    
         
/s/ David Polinsky   Chief Financial Officer   October 17, 2018
David Polinsky   (Principal Financial Officer and Principal Accounting Officer)    
         
/s/ Stephen Greenberg   Director   October 17, 2018
Stephen Greenberg        
         
/s/ Dr. Boris C. Pasche   Director   October 17, 2018
Dr. Boris C. Pasche        
         
/s/ Dr. Michael J. Weiss   Director   October 17, 2018
Dr. Michael J. Weiss        

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Rafael Holdings, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated and combined balance sheets of Rafael Holdings, Inc. (“Rafael Holdings” or the “Company”) as of July 31, 2018 and 2017, and the related consolidated and combined statements of operations, comprehensive (loss) income, stockholders’ and members’ equity, and cash flows for each of the years in the three year period ended July, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three year period ended July 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Zwick & Banyai, PLLC  
Zwick & Banyai, PLLC  
   
We have served as the Company’s auditor since 2017.  
   
Southfield, Michigan  
October 15, 2018  

 

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