8-K

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 10, 2021

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: 212 658-1450

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))

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. ☐

Securities registered pursuant to Section 12(b)-2 of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class B common stock, par value $0.1 per share	RFL	New York Stock Exchange

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 13, 2021, David Polinsky resigned as Chief Financial Officer of Rafael Holdings, Inc. (the “Company”).

(c) On September 10, 2021, the Board of Directors of the Company elected Patrick Fabbio as the Chief Financial Officer effective September 13, 2021 (the “Start Date”). On September 10, 2021, the Company entered into a Letter Agreement (the “Letter Agreement”) with Patrick Fabbio that provides for the terms and conditions of Mr. Fabbio’s employment as Chief Financial Officer of the Company.

The Company’s Board of Directors and its Compensation Committee approved the Letter Agreement with Mr. Fabbio, which provides, among other things, the following: (i) an annual base salary of $425,000; (ii) a signing bonus of $50,000, (iii) annual target performance bonus of 40% of the base salary; (iv) an initial grant of employee stock options with a value of $2,500,000 (the “Options”) that will vest as to 25% of the underlying shares on the first anniversary of the grant date and additional options with respect to two and eight hundred thirty-three thousandths’ percent (2.0833%) (in each case, rounded to a whole number of shares) of the underlying shares shall vest on each monthly anniversary of the first anniversary, so that all Options shall vest by the fourth anniversary of the grant date; (v) at-will employment, provided that if Mr. Fabbio’s employment is terminated without cause (as such term is defined the Letter Agreement) or resigns for good reason (as such term is defined in the Letter Agreement) on or prior to the first anniversary of the Start Date (and not within six months following a Change of Control (as such term is defined in the Letter Agreement)) and upon other conditions set forth in the Letter Agreement, Mr. Fabbio will be entitled to severance in the amount of his base salary for 3 months; (vi) in the event of termination without cause or resignation with good reason after the first anniversary of the Start Date (and not within six months following a Change of Control), Mr. Fabbio will be entitled to severance in the amount of his base salary for 6 months; and (vii) in the event of termination without cause or resignation with good reason within six months following a Change of Control, Mr. Fabbio will be entitled to severance in the amount of his base salary for 12 months.

The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.01 to this report and is incorporated herein by reference.

Patrick Fabbio, 53, served as Chief Financial Officer of (i) WindMIL Therapeutics Inc. from March 2020 to September 2021 (ii) Progenics Pharmaceuticals, Inc. from November 2015 to March 2020, and (iii) electorCore Medical, LLC from May 2015 to November 2015. Mr. Fabbio also served as Vice President of NPS Pharmaceuticals, Inc. from March 2012 to May 2015 as well as numerous other financial positions for publicly-traded and privately-held science and pharmaceutical companies. Mr. Fabbio has been a member of the Board of BeyondSpring Therapeutics, Inc. since January 2018. Mr. Fabbio holds a BBA in Accounting from Pace University with a B.B.A. in Accounting and a M.B.A. from the Stern School of Business at New York University. Mr. Fabbio is a Certified Public Accountant.

A copy of the September 14, 2021, press release relating to the above events is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Document
10.01	Letter Agreement dated September 10, 2021, between the Company and Patrick Fabbio.
99.1	Press Release, dated September 14, 2021.
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/ Ameet Mallik
	Name:	Ameet Mallik
	Title:	Chief Executive Officer

Dated: September 14, 2021

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EXHIBIT INDEX

Exhibit Number	Document
10.01	Letter Agreement dated September 10, 2021, between the Company and Patrick Fabbio.
99.1	Press Release, dated September 14, 2021.
104	Cover Page Interactive Data File, formatted in Inline XBRL document.

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EX-10.01

Exhibit 10.01

	520 Broad Street Newark, NJ 07102

September 10, 2021

VIA EMAIL

Patrick Fabbio

Via email

Dear Patrick,

It is our pleasure to offer you a position at Rafael Holdings, Inc. (“Rafael” or the “Company”). This letter agreement (the “Letter Agreement”) outlines the terms of your employment at the Company as follows:

1. Position and Duties:

You will work as Chief Financial Officer of the Company and, upon approval by the Board of Directors of the Company, you shall serve as an executive officer of the Company. In this role, you will have the duties and responsibilities customary for a chief financial officer of a similarly situated entity to the Company (the “Position”), reporting to the Chief Executive Officer or to such other person as designated by the Company from time to time (in either case, as relevant, your “Supervisor”). This is a full-time position for which you agree to devote one hundred percent of your working hours. You will work at the Company’s 520 Broad Street, Newark, NJ headquarters, or such other location designated by the Company, on a regular basis, and you will travel for purposes of Company business, in accordance with the Company’s needs, as such needs are determined by your Supervisor.

Notwithstanding the foregoing, with the prior written consent of the CEO (which consent shall not be unreasonably withheld), you shall be permitted to act or serve as a consultant, director, trustee, or committee member of any type of business, civic, or charitable organization, provided that such activities do not, individually or in the aggregate, create a potential or actual conflict with the interests of the Company or materially interfere with your service to the Company or duties hereunder (in each case, as determined by the CEO)

2. Term:

Youremployment at the Company will commence on September 13th, 2021 (the “Start Date”). Please note that your employment shall be at will and shall not be for any set or fixed period of time, and shall continue until terminated by either you or the Company in accordance with Section 7 below (your period of employment at the Company, the “Term”).

3. Compensation:

During the Term, you will be compensated at an annual base salary rate of $425,000.00 (the “Base Salary”), which will be paid to you on a prorated basis less payroll deductions and required withholdings, in accordance with the Company’s standard payroll procedures. Your position is classified as exempt for purposes of relevant wage-hour law and therefore you will not be entitled to overtime pay.

	520 Broad Street Newark, NJ 07102

In addition to the Base Salary, you will also be eligible for an annual discretionary bonus in an amount up to 40% of your Base Salary (prorated for your initial year of employment), your entitlement to which and any amount thereof to be determined in the sole and absolute discretion of the Company.

In addition, within thirty (30) days of your Start Date you will receive a sign on bonus of $50,000 less standard payroll deductions and required withholdings, in accordance with the Company’s payroll procedures (“Sign on Bonus”). Should you resign either (i) “without good reason” or are (ii) terminated “for cause” (in accordance with section 7(b)below) within a one (1) year period from your Start Date you shall be required to return the Sign on Bonus within thirty (30) days of your last date of employment.

4. Paid Time Off and Benefits:

In addition to Company-designated paid holidays, each calendar year you shall be entitled to take paid time off in accordance with the Company’s applicable policies, as may be updated from time to time, and applicable law.

As a full-time employee of the Company, you will be eligible for health insurance coverage and other employee benefits, in each case as available to similarly situated employees, in accordance with the relevant plans, as such plans are adopted by the Company.

You shall also be entitled to reimbursement for pre-approved business expenses incurred by you in the course of your performance of your duties, as per Company policy, provided that you submit to the Company applicable invoices and other documentation, in form and in substance in accordance with Company policy.

5. Equity:

Subject to the approval of the Compensation Committee of the Board of Directors of the Company you will be entitled to an initial grant of employee stock options to purchase shares of Class B common stock with a fair market value, based on a Black-Scholes option pricing model of $2,500,000 on the date of grant (the “Options”). The Options shall be submitted for approval at the Company’s next regularly scheduled quarterly Compensation Committee Meeting of the Board of Directors of the Company held post your Start Date, and if approved, granted within thirty (30) days thereafter. The vesting schedule shall be as follows: Options with respect to twenty-five percent (25%) of the underlying shares shall vest on the first anniversary of the grant date and additional Options with respect to two and eight hundred thirty-three thousandths’ percent (2.0833%) (in each case, rounded to a whole number of shares) of the underlying shares shall vest on each monthly anniversary of the first anniversary, so that all Options shall vest by the fourth anniversary of the grant date. The terms and conditions of the grant of the Options shall be as set forth in the Company’s 2018 Stock Option and Incentive Plan, as amended from time to time (the “Plan”) and the related grant agreement and related terms as required by the Company.

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	520 Broad Street Newark, NJ 07102

All unvested Options shall terminate if your full-time employment with the Company shall cease for any reason. Notwithstanding the foregoing, if, after your Start Date, there is a sale or merger where the Company is not the surviving entity or change in control where more than 50% of the Company is sold (specifically excluding from the definition a sale/merger or change of control where the counterparty is Rafael Pharmaceuticals or a current shareholder or an affiliate of a current shareholder) (“Change of Control”), and you remain continuously employed by the Company through the Change of Control, one hundred percent (100%) of the then unvested Options will become vested and exercisable immediately prior to (and contingent on) the occurrence of the sale or merger.

You will be eligible to receive additional equity grants at the sole discretion of the Compensation Committee of the Board.

6. Company Property:

During the Term, the Company may provide you with the benefit of using Company property, such as, but not limited to, a Company-provided laptop. You are obligated to use such Company property in accordance with Company guidelines, and to return any such property to the Company upon the Company’s request, but in any case, upon the termination of your employment, regardless of the reason for such termination.

7. Termination:

Your employment at the Company may be terminated as set forth below:

(a) Death; Disability. Your employment at the Company shall terminate upon your death or, as permitted by law, “Disability” (as hereafter defined). Upon any such termination, you (or, in the event of your death, your estate) shall receive the Base Salary and all benefits as generally eligible, in each case through the Date of Termination (as hereafter defined). You (and, in the event of your death, your estate) shall not be entitled to any other amounts or benefits from the Company other than as set forth in this Section 7(a). For purposes of this Letter Agreement, “Disability” shall mean your inability to perform your duties on account of a physical or mental illness for a period of sixty (60) consecutive days or ninety (90) days in any six (6) month period. Notwithstanding anything contained herein to the contrary, during any period of disability, the Company shall not be obligated to pay any compensation or other amounts to you.

(b) Termination for Cause/Resignation without Good Reason. The Company may terminate your employment at the Company at any time without advance notice for “Cause” and you may terminate your employment at the Company without “Good Reason” (as hereafter defined) upon thirty (30) days’ written notice from you to the Company in accordance with Section 7(e) below. For purposes of this Letter Agreement, the Company shall have Cause to terminate your employment upon your:

(i) commission of fraud, theft, embezzlement, self-dealing, misappropriation, gross negligence, malfeasance, or an act or acts constituting a felony under the laws of the United States or any state thereof;

(ii) commission of willful or negligent acts or omissions which result in an assessment of a civil or criminal penalty against you, the Company, or its affiliates;

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	520 Broad Street Newark, NJ 07102

(iii) commission of acts or omissions constituting gross negligence or gross misconduct in the performance of any aspect of your lawful duties or responsibilities which have or may be expected to have an adverse effect on the Company or its affiliates;

(iv) commission of any serious offense that results in or would reasonably be expected to result in financial harm, negative publicity or other material harm to the Company or its affiliates;

(v) engaging in any act covered by Rule 506(d) of Regulation D under the Securities Act of 1933, as amended, and/or engaging in any act, or existence of any circumstances that would, in the reasonable judgment of the Company, be harmful to the Company’s ability to have its common stock be granted approval to list, or continue to be listed, on the NYSE, American, or Nasdaq exchanges;

(vi) willful or continued failure to substantially perform your duties hereunder (other than any such failure resulting from your incapacity due to physical or mental illness or disability), after written notice has been delivered to you by the Company identifying the manner in which you have not substantially performed your duties;

(vii) willful or continued failure to perform an act permitted by the Company’s rules, policies, or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics that is within your material duties hereunder (other than by reason of physical or mental illness or disability) or directives of the Company’s Board of Directors, or material breach of the terms of this Letter Agreement, of the Non-Disclosure and Non-Competition Agreement attached hereto as Schedule A, or Company policy;

(viii) breach of any fiduciary duty owed to the Company or its affiliates;

(ix) misappropriation of the Company’s or its affiliates’ funds or property;

(x) extended unexcused absence;

(xi) failure to provide to the Company, within the first three (3) business days of employment, documentation that you are authorized to work in the United States, in accordance with applicable law; or

(xii) knowing and intentional misrepresentation or concealment of material information regarding the Company from the Company’s Board and/or the Supervisor.

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	520 Broad Street Newark, NJ 07102

In the event that the Company terminates your employment for Cause or you resign from the Company without Good Reason: (i) you shall receive the Base Salary and benefits as generally eligible, in each case through the Date of Termination and (ii) the Company shall have the right to determine whether or not you will actively work for the Company during any notice period. You shall not be entitled to any other amounts or benefits from the Company other than as set forth in this Section 7(b).

(c) Termination without Cause. Your employment at the Company may be terminated by the Company without Cause upon five (5) business days’ written notice to you in accordance with Section 7(e) below. In the event of the your termination by the Company without Cause: (i) you shall receive the Base Salary and all eligible benefits, in each case through the Date of Termination, (ii) the Company shall have the right to determine whether or not you will actively work for the Company during the notice period, and (iii) provided that you execute and deliver a separation and release agreement in a form acceptable to the Company within twenty-one (21) days after the Date of Termination (unless applicable law requires a longer time period, in which case this date will be extended to the minimum time required by applicable law and such 21-day or extended period, as applicable, the “Release Execution Period”) and do not revoke such agreement, you will receive, as severance pay (A) if your Date of Termination is on or prior to the first anniversary of the Start Date and not within six months following a Change of Control, continuation of your Base Salary for three (3) months, (B) if your Date of Termination is after the first anniversary of the Start Date and not within six months following a Change of Control, continuation of your Base Salary for six (6) months, or (C) if your Date of Termination is within six months following a Change of Control, continuation of your Base Salary twelve (12) months, in each case payable, subject to Section 11 hereof, on a prorated basis in accordance with the Company’s regular payroll schedule. You shall not be entitled to any other amounts or benefits from the Company other than as set forth in this Section 7(c).

(d) Resignation by You for Good Reason. Your employment at the Company may also be terminated by you for Good Reason if (x) you have given written notice to the Company of the existence of Good Reason no later than thirty (30) days after its initial existence, (y) the Company has not remedied such Good Reason in all material respects within thirty (30) days after its receipt of such written notice, and (z) you provide written notice of your resignation to the Company in accordance with Section 7(e) hereunder within seventy-five (75) days following the initial existence of such Good Reason. In the event of your termination of your employment for Good Reason: (i) you shall receive the Base Salary and all benefits as generally eligible, in each case through the Date of Termination, (ii) the Company shall have the right to determine whether or not you will actively work for the Company during any notice period, and (iii) provided that you execute and deliver a separation and release agreement in a form acceptable to the Company within the Release Execution Period (and do not revoke such agreement), you will receive, as severance pay (A) if your Date of Termination is on or prior to the first anniversary of the Start Date and not within six months following a Change of Control, continuation of your Base Salary for three (3) months, (B) if your Date of Termination is after the first anniversary of the Start Date and not within six months following a Change of Control, continuation of your Base Salary for six (6) months, or (C) if your Date of Termination is within six months following a Change of Control, continuation of your Base Salary for twelve (12) months, in each case payable, subject to Section 11 hereof, on a prorated basis in accordance with the Company’s regular payroll schedule. You shall not be entitled to any other amounts or benefits from the Company other than as set forth in this Section 7(d).

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	520 Broad Street Newark, NJ 07102

As used herein, the term “Good Reason” shall mean the occurrence of either of the following, without your consent: (i) a material reduction of your authority or (ii) relocation of your principal place of employment more than fifty (50) miles outside of Newark, New Jersey. Your actions approving or ratifying any of the foregoing changes (that otherwise may be considered Good Reason) in writing will be considered consent for the purposes of this Good Reason definition.

(e) Notice of Termination. Your resignation or any termination of your employment by the Company shall be communicated from one party to the other party by written “Notice of Termination”. Such Notice of Termination shall specify the last day of the Term.

(f) Date of Termination. “Date of Termination” shall mean: (i) if your employment is terminated by your death, the date of your death, or (ii) if your Employment is terminated for any other reason, the date specified in the Notice of Termination as the last day of the Term.

(g) Transition. Regardless of the circumstances surrounding your resignation or termination of employment, you hereby agree that upon your resignation or termination of employment, you will return to the Company all Company property and will make every effort to facilitate the orderly transition of your duties and responsibilities.

8. Restrictive Covenants:

As a condition of your employment at the Company, you are obligated to sign and comply with the terms set forth in the Non-Disclosure and Non-Competition Agreement attached to this Letter Agreement as Schedule A (the “NDNC”).

9. Governing Law and Agreements:

During the period of your employment at the Company, you will be required to abide by all policies of the Company, as established from time to time. The terms of your employment, as well as your post-employment obligations, will be governed by the terms of this Letter Agreement, the NDNC, and applicable law. It is agreed that the terms of this Letter Agreement (including any attachments hereto) constitute the entire understanding between you and the Company regarding the subject matter hereof and supersede any previous understanding or agreement (whether oral or written) between you and the Company, and/or the Company’s management.

The Company shall have the right to assign its rights and obligations under this Letter Agreement to any individual, entity, corporation, or partnership that succeeds to all or a portion of the relevant business or assets of the Company. This Letter Agreement is personal to you, and you may not assign your rights and obligations under this Letter Agreement to any third party.

By your signature below, you represent that you are not bound by any agreement, whether oral or written, with a third party, where such agreement would in any way limit your ability to perform your obligations under this Letter Agreement, and you agree that at no time during your employment with the Company will you undertake responsibilities or obligations that will present a conflict of interest with, or limit your ability to fulfil the duties of, your position at the Company.

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	520 Broad Street Newark, NJ 07102

10. Notices:

All notices and other communications under this Letter Agreement shall be in writing and shall be given by hand, by email, or by first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three (3) days after mailing, twenty-four (24) hours after transmission of an email, or immediately upon hand delivery or explicit acknowledgement of receipt.

11. Section 409A of the Internal Revenue Code of 1986 as amended:

You and the Company hereby affirm that with respect to any and all payments and benefits under this Letter Agreement, the intent is that such payments and benefits either: (i) do not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”), and therefore are exempt from Section 409A, (ii) are subject to a “substantial risk of forfeiture” and are exempt from Section 409A under the “short−term deferral rule” set forth in Treasury Regulation §1.409A−1(b)(4), or (iii) are in compliance with the terms of 409A. In any event, you and the Company further confirm that they intend to have all provisions of this Letter Agreement construed, interpreted and administered in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. By way of example, and not limitation, solely for purposes of determining the time and form of payments, which are subject to Section 409A, due you under this Letter Agreement in connection with your termination of employment with the Company, you shall not be deemed to have incurred a termination of employment unless and until you shall incur a “separation from service” within the meaning of Section 409A. Each amount or installment to be paid or benefit to be provided under this Letter Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Letter Agreement or any other arrangement between you and the Company during the six (6) month period immediately following your separation from service shall instead be paid on the first business day after the date that is six (6) months following your separation from service (or, if earlier, your date of death). To the extent required to avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable to you under this Letter Agreement shall be paid to you on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Letter Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. You understand and agree that you shall be solely responsible for the payment of any taxes, penalties, interest or other expenses incurred by you on account of non-compliance with Section 409A.

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	520 Broad Street Newark, NJ 07102

12. Dispute Resolution:

In the event of a dispute between you and the Company arising out of or related to your employment with the Company (with the exception of disputes arising under the NDNC set forth in Schedule A and claims that pursuant to applicable law a party is prohibited from requiring another party to agree to submit to arbitration), you and the Company agree to exclusively settle such dispute by means of arbitration pursuant to the Federal Arbitration Act, administered by the American Arbitration Association (“AAA”), with such arbitration to take place in New Jersey or another mutually agreed upon location and to be conducted in accordance with the AAA’s Employment Arbitration Rules. In such arbitration, a single arbitrator, appointed by the mutual agreement of you and the Company: (i) shall not amend or modify the terms of this Letter Agreement or of any Company policy, and (ii) shall render a decision within ten (10) business days from the later of closing statements or submission of post-hearing briefs by the parties. The arbitration award shall be final and binding, and any state or federal court shall have jurisdiction to enter a judgment on such award. It is understood that this requirement to arbitrate disputes means that by signing below, you and the Company specifically waive any right either party may have to a trial by jury in a court of law with respect to all claims and demands arising out of or related to your employment with the Company, including, without limitation, any rights you may assert under any federal, state, or local laws or regulations applicable to your employment with the Company (with the exception of disputes arising under the NDNC set forth in Schedule A and claims that pursuant to applicable law a party is prohibited from requiring another party to agree to submit to arbitration). For the avoidance of doubt, the parties acknowledge and agree that the existence of a claim by a party that is not subject to arbitration pursuant to this paragraph shall not impair the enforceability of this paragraph with respect to any other claim brought by that party. Notwithstanding the foregoing, nothing in this paragraph shall be interpreted to mean that you cannot file a charge with the Equal Employment Opportunity Commission and/or the National Labor Relations Board or any comparable federal, state, or local governmental agency.

The terms of this Letter Agreement are conditional upon your providing to the Company, within your first three (3) days of employment, a completed I-9 form accompanied by documentation that you are authorized to work in the United States, in accordance with applicable law. In addition, the Company reserves the right to conduct a background check, and your employment at the Company shall be conditional upon the results of such background check, in each case accordance with applicable law. If the Company determines not to have you commence employment based on the results of a background check (in accordance with all requirements of applicable law), your employment relationship with the Company shall be null and void, and the Company shall have no further obligations to you whatsoever.

We are excited to have you join us as a member of the Rafael team.

To accept this offer of employment and the terms and conditions hereof, please sign this Letter Agreement below and the attached Schedule A (and Exhibit A thereto) in the spaces provided and return all signed documents to David Polinsky at David.polinsky@rafaelholdings.com.

Very truly yours,

/s/ Ameet Mallik

Ameet Mallik

Chief Executive Officer

AGREED TO AND ACCEPTED BY:	/s/ Patrick Fabbio
	Patrick Fabbio

DATE:  9/10/21

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EX-99.1

Exhibit 99.1

Rafael Holdings Appoints Patrick Fabbio as Chief Financial Officer

NEWARK, NJ – September 14, 2021: Rafael Holdings, Inc., (NYSE: RFL), a pharmaceutical holding company focused on developing novel cancer metabolism therapeutics through its Barer Institute and investment in Rafael Pharmaceuticals, Inc., announced today the appointment of Patrick Fabbio as Chief Financial Officer.

“We are pleased to have attracted someone with Pat’s extensive financial experience as we approach the completion and data readout of the Phase 3 registrational clinical trial for Rafael Pharmaceuticals’ lead investigational agent, CPI-613®, for the treatment of metastatic pancreatic cancer expected in the fourth quarter of this year,” said Ameet Mallik, Chief Executive Officer of Rafael Holdings, Inc. “Pat joins our growing executive management team as we work to build a high growth, fully integrated cancer metabolism therapeutics company focused on improving and extending the lives of cancer patients.”

Pat Fabbio has more than 25 years of financial, operational and transactional leadership experience in both publicly-traded and privately-held life science and pharmaceutical companies. Prior to joining Rafael Holdings, Pat was Chief Financial Officer of WindMIL Therapeutics Inc. Previously he served as the Chief Financial Officer of Progenics Pharmaceuticals, Inc., electroCore Medical, LLC; Vice President of Finance at NPS Pharmaceuticals, Inc.; Vice President of Finance, Innovation and Growth at Catalent Pharma Solutions Inc.; and Chief Financial Officer at Ikano Therapeutics. His other prior financial positions include roles at Sanofi, UniPath Diagnostics, BioMatrix and Coopers & Lybrand. Patrick is a board member of BeyondSpring Therapeutics, Inc. 

“I am excited to work with Ameet and the Rafael Holdings team to build a commercial-ready leading cancer metabolism therapeutics company with the potential to address a large range of cancer indications and improve the lives of patients with unmet medical need,” said Pat Fabbio, Chief Financial Officer.

About Rafael Holdings, Inc.

Rafael Holdings is focused on the development of novel cancer metabolism-based therapeutics. The company owns the Barer Institute and is a significant investor in two clinical stage oncology companies, Rafael Pharmaceuticals, Inc., and LipoMedix Pharmaceuticals Ltd. Through its wholly owned Barer Institute subsidiary, the company is developing a pipeline of compounds focused on the regulation of cancer metabolism. On June 21, 2021, Rafael Holdings, Inc., (NYSE: RFL) announced that it has entered into a merger agreement to acquire full ownership of Rafael Pharmaceuticals, Inc. For more information, visit www.rafaelholdings.com.

About Rafael Pharmaceuticals, Inc.

Rafael Pharmaceuticals is a clinical-stage oncology company focused on selectively targeting cancer metabolic pathways while simultaneously harnessing the immune system to attack hard-to-treat cancers. The Company’s lead drug, CPI-613 (devimistat), is being evaluated in multiple clinical studies including two Phase 3 registrational clinical trials for metastatic pancreatic cancer and r/r acute myeloid leukemia. Multiple Phase 1/2 clinical trials are ongoing or planned in Biliary, r/r Burkitt, r/r Clear Cell Sarcoma, r/r T-cell lymphoma, r/r MDS, and Colorectal cancer.

The Company’s investors include Rafael Holdings, Inc. (NYSE: RFL). For more information, please visit www.rafaelpharma.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our expectations surrounding the potential, safety, efficacy, and regulatory and clinical progress of our product candidates; plans and timing for the release of additional clinical data; and the potential of our pipeline, including our internal cancer metabolism research programs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: the impact of public health threats, including COVID-19, on our business and operations; we depend heavily on the success of Rafael Pharmaceuticals and the future success of its lead product candidate devimistat (CPI-613® (devimistat)), and clinical trials of the product candidate may not be successful; our pharmaceutical companies may not be able to develop any medicines of commercial value; our pharmaceutical companies may not be successful in their efforts to identify or discover potential product candidates; the manufacturing and manufacturing development of our products and product candidates present technological, logistical and regulatory risks, each of which may adversely affect our potential revenue; potential unforeseen events during clinical trials could cause delays or other adverse consequences; risks relating to the regulatory approval process; interim, topline and preliminary data may change as more patient data become available, and are subject to audit and verification procedures that could result in material changes in the final data; our product candidates may cause serious adverse side effects; ongoing regulatory obligations; effects of significant competition; unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives; product liability lawsuits; failure to attract, retain and motivate qualified personnel; the possibility of system failures or security breaches; risks relating to intellectual property and significant costs as a result of operating as a public company. These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended July 31, 2020 and our other filings with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

Contact:

Barbara Ryan

(203) 274-2825

barbara.ryan@rafaelholdings.com

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XML

Cover	Sep. 10, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 10, 2021
Entity File Number	1-38411
Entity Registrant Name	RAFAEL HOLDINGS, INC.
Entity Central Index Key	0001713863
Entity Tax Identification Number	82-2296593
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	520 Broad Street
Entity Address, City or Town	Newark
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07102
City Area Code	212
Local Phone Number	658-1450
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B common stock, par value $0.1 per share
Trading Symbol	RFL
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false