SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Fine Joshua M

(Last)

(First)

(Middle)

C/O RAFAEL HOLDINGS, INC.

520 BROAD STREET

(Street)

NEWARK

07102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2025

3. Issuer Name and Ticker or Trading Symbol
Rafael Holdings, Inc. [ RFL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operations Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock, $.01 par value per share	9,380⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	08/30/2021	08/30/2031	Class B Common Stock	8,389⁽²⁾	$21.16	D
Stock Option (right to buy)	02/28/2022	02/28/2032	Class B Common Stock	10,997⁽²⁾	$9.25	D
Stock Option (right to buy)	03/02/2023	03/01/2033	Class B Common Stock	14,464⁽²⁾	$3.63	D
Stock Option (right to buy)	06/03/2024	06/03/2034	Class B Common Stock	39,031⁽²⁾	$3.63	D
Stock Option (right to buy)	03/25/2025	03/25/2035	Class B Common Stock	65,000	$1	D

Explanation of Responses:

1. Consists of 9,380 shares of Class B common stock held jointly by the Reporting Person and his wife

2. The shares, options and warrants were all received in exchange for shares, options and warrants, respectively, of Cyclo Therapeutics, Inc. ("Cyclo") common stock and upon conversion of options and warrants to purchase shares of Cyclo common stock in connection with the business combination between the Issuer and Cyclo on March 25, 2025.

	Joyce J Mason, by Power of Attorney	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

New insider Fine Joshua M claimed ownership of 9,380 units of Class B Common Stock (SEC Form 3)