Cyclo Merger (Tables)

12 Months Ended

Jul. 31, 2025

Cyclo Merger [Abstract]

Schedule of Fair Value of Consideration

The following table presents, in accordance with ASC 805, the sum of (i) the fair value of consideration transferred, (ii) the fair value of any noncontrolling interests in the acquiree, and (iii) the fair value of previously held equity interests (amounts in thousands):

Fair value of consideration
(i) Fair value of Rafael common shares issued1	$	14,692
Fair value of Rollover Options2		360
Fair value of Replacement Warrants3		472
Cash paid to extinguish warrants4		3,586
Fair value of the Cyclo Convertible Notes which were forgiven5		21,472
(ii) Fair value of noncontrolling interests		—
(iii) Fair value of previously held equity interests6		9,367
Total consideration	$	49,949

⁽¹⁾ The fair value of the 7,132,228 shares of Rafael Class B common stock issued was measured utilizing the share price of Rafael’s Class B common stock of $2.06, which was the closing share price on March 25, 2025.

⁽²⁾ Represents the fair value-based measure of the Rollover Options issued by the Company that is attributable to pre-Merger vesting based on the fair-value-based measure of the Cyclo Options over the requisite service period. The fair value of the Rollover Options was measured utilizing a share price of Rafael Class B common stock of $2.06 and the pre-Merger fair value of the historical Cyclo Options was measured utilizing a share price of Cyclo Common Stock of approximately $0.72, which were their respective closing share prices on March 25, 2025.

⁽³⁾ Represents the fair value of the Replacement Warrants that were measured utilizing a share price of Rafael’s Class B common stock of $2.06, which was the closing share price on March 25, 2025.

⁽⁴⁾ Represents the cash-settlement amount paid to the holders of certain Cyclo Warrants that exercised their rights under provisions within their warrant agreements that granted the holders an option to elect cash-settlement upon certain events. The Merger with Cyclo triggered the option to elect cash-settlement and certain holders of these certain warrants elected to receive cash payment in lieu of receiving warrants to purchase Rafael Class B common stock.

⁽⁵⁾ Represents the outstanding principal and accrued interest on the Cyclo Convertible Notes which were forgiven as part of the Merger. At the Closing Date of the Merger, the fair value of the Cyclo Convertible Notes equaled the outstanding principal and accrued interest of $21.5 million.

⁽⁶⁾ Rafael’s Prior Investment in Cyclo, as defined in Note 4, represents previously held equity interests in Cyclo that were included in the purchase price at their fair values as of the closing of the Merger. Rafael’s ownership of 12,998,194 shares of Cyclo Common Stock prior to the Merger was valued at $9.4 million based on the share price of Cyclo Common Stock of approximately $0.72, which was the closing share price on March 25, 2025. The Rafael-Owned Cyclo Warrants are ascribed a fair value of $0 in the measurement of previously held equity interests above as their exercise prices were greater than the share price of Cyclo Common Stock of approximately $0.72, which was the closing share price on March 25, 2025 and the Rafael-Owned Cyclo Warrants were cancelled at the consummation of the Merger.

Schedule of Identifiable Assets Acquired and Liabilities Assumed and Goodwill Recognized

The following table presents the preliminary fair values of the identifiable assets acquired and liabilities assumed and goodwill recognized, measured in accordance with ASC 805 (amounts in thousands):

Assets acquired and liabilities assumed
Cash	$	877
Accounts receivable		112
Inventory		270
Prepaid expenses and other current assets		2,690
Property and equipment		22
Prepaid expenses, noncurrent		1,041
Other assets		27
Other receivable		933
Intangible assets - customer relationships		1,040
Acquired In Process Research & Development (IPR&D)		30,000
Accounts payable		(5,208	)
Accrued expenses		(1,464	)
Other current liabilities		(20	)
Deferred tax liabilities		(303	)
Other liabilities		(7	)
Total identifiable net assets acquired	$	30,010
Goodwill	$	19,939

Schedule of Cyclo's Revenue and Loss from Operations

The following table reflects Cyclo’s revenue and loss from operations included in Rafael’s consolidated statement of operations subsequent to the Closing Date of the Merger:

(in thousands)	Year ended July 31, 2025
Product revenue	$	482
Loss from operations		(11,324	)

Schedule of Pro Forma Results of Operations

The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the Merger with Cyclo had taken place on the date noted above, or of results that may occur in the future.

	Year Ended July 31,
(in thousands)	2025			2024
Revenue	$	2,046		$	1,769
Loss from operations		(59,786	)		(126,267	)
Net loss attributable to common stockholders		(53,841	)		(59,273	)