UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On August 4, 2025, John Goldberg resigned as the Chief Medical Officer of Rafael Holdings, Inc. (the “Company”), effective July 31, 2025.
(c) On August 4, 2025, Joshua Fine was elected as the Company’s Chief Operating Officer.
Joshua Fine, age 43, has served as Chief Financial Officer of Cyclo Therapeutics, LLC (formerly Cyclo Therapeutics, Inc., which since March 2025 has been a wholly owned subsidiary of the Company), since June 2019. Mr. Fine previously served as Vice President of Finance and Operations of Icagen, Inc. from 2017 until it was wound down in November 2020 after the successful sale of its assets, and Vice President/Director, Healthcare Capital Markets of Scarsdale Equities, LLC from 2011 to 2017. Joshua Fine received his Bachelor of Arts in Political Science from Hartwick College.
Joshua Fine is the son of N. Scott Fine who serves as an ex-officio director of the Company and Vice Chairman of the Company’s Board of Directors.
In connection with Joshua Fine’s election as the Company Chief Operating Officer, he and the Company entered into a Novation and Amendment (the “Amendment”) to the Amended and Restated Executive Employment Agreement between Joshua Fine and Cyclo Therapeutics, Inc. (which amended and restated employment agreement was previously filed as an exhibit to Amendment No. 4 to the Company’s Registration Statement on S-4 filed with the Securities and Exchange Commission (“SEC”) on February 11, 2025) pursuant to which Mr. Fine’s base salary will be increased to $428,000 per annum and Mr. Fine will be granted options to purchase shares of the Company’s Class B common stock, with a value of the options of $25,000 on the date of grant.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
(d) As previously disclosed on Form 8-K filed with the SEC on July 18, 2025, in connection with N. Scott Fine’s election as an ex-officio director and vice chairman of the Board of Directors of the Company, on August 4, 2025, Scott Fine entered into a General Release Agreement that provides for among other things: (i) a severance payment of $852,168 which shall be paid by the Company in thirty-six semi-monthly installments and (ii) continued vesting of all his outstanding and unvested equity in the Company and Cyclo as long as he continues to be a service provider to the Company.
The foregoing summary of the General Release Agreement does not purport to be complete and is qualified in its entirety by reference to the General Release Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.
(e) In connection with Dr. Goldberg’s departure, the Company entered into a general release agreement pursuant to which Dr. Goldberg will receive severance in the amount of $218,195 and, in lieu of any entitlement for a performance bonus for the Company’s fiscal year 2025, within twenty (20) days following the date of entry into the contemplated general release, the Company will issue to Dr. Goldberg 99,429 shares of Company’s Class B common stock, such shares to vest on November 4, 2025. Dr. Goldberg also entered into a consulting agreement with the Company providing for annual fees of $100,000 and the accelerated vesting, one day following the effective date of the consulting agreement, of all stock options and restricted stock in the Company previously granted to Dr. Goldberg.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document | |
| 10.1 | Novation and Amendment to the Amended and Restated Executive Employment Agreement between Joshua Fine and Cyclo Therapeutics, Inc., dated August 6, 2025. | |
| 10.2 | General Release Agreement, dated August 4, 2025, between the Company and N. Scott Fine. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RAFAEL HOLDINGS, INC. | |||
| By: | /s/ David Polinsky | ||
| Name: | David Polinsky | ||
| Title: | Chief Financial Officer | ||
Dated: August 7, 2025
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EXHIBIT INDEX
| Exhibit No. | Document | |
| 10.1 | The Novation and Amendment to the Amended and Restated Executive Employment Agreement between Mr. Joshua Fine and Cyclo Therapeutics, Inc., dated August 6, 2025. | |
| 10.2 | General Release Agreement, dated August 4, 2025, between the Company and N. Scott Fine. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
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