UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2019

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-38411	82-2296593
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520 Broad Street Newark, New Jersey	07102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 438-1000 

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Class B common stock, par value $.01 per share	RFL	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.   ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 23, 2019, the Board of Directors of Rafael Holdings, Inc. (the “Company”) adopted the Company’s Second Amended and Restated By-Laws, effective as of September 23, 2019, with the following effect:

· Amending Article II, Section 2 and Article III, Section 1 to provide that directors will be elected to the board of directors by a majority vote of stockholders, not by a plurality vote of stockholders.

· Amending Article II, Section 7; Article III, Section 4; and Article VI, Section 1 to allow (or clarify provisions) for electronic delivery of notice under the Second Amended and Restated By-Laws.

· Amending Article VIII to provide for indemnification of officers and directors to the maximum extent provided for under the Delaware General Corporation Law without the requirement for pre-approval by the board of directors, outside counsel, or the stockholders of the Company.

The foregoing description of changes to the Company’s By-Laws is qualified in its entirety by reference to the text of the Company’s Second Amended and Restated By-Laws that are attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No	Document
3.1	Rafael Holdings, Inc. Second Amended and Restated By-Laws (as amended on September 23, 2019)

1 

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: September 26, 2019

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EXHIBIT INDEX

 

Exhibit No	Document
3.1	Rafael Holdings, Inc. Second Amended and Restated By-Laws (as amended on September 23, 2019)

3