UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended January 31, 2026

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission File Number: 000-55863

RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

82-2296593

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

520 Broad Street, Newark, New Jersey 07102

(Address of principal executive offices, zip code)

(212) 658-1450

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Class B common stock, par value $0.01 per share		RFL		New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based on the adjusted closing price on January 31, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class B common stock of $2.03 per share, as reported on the New York Stock Exchange, was approximately $38.6 million.

The number of shares outstanding of the registrant’s common stock as of March 12, 2026 was:

Class A common stock, par value $0.01 per share:	787,163 shares
Class B common stock, par value $0.01 per share:	51,224,977 shares (excluding 101,487 treasury shares)

RAFAEL HOLDINGS, INC.

TABLE OF CONTENTS

Part I, FINANCIAL INFORMATION			1
	Item 1.	Financial Statements (Unaudited)
		Consolidated Balance Sheets as of January 31, 2026 and July 31, 2025	1
		Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended January 31, 2026 and 2025	2
		Consolidated Statements of Equity for the Three and Six Months Ended January 31, 2026 and 2025	3
		Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2026 and 2025	5
		Notes to Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	47
	Item 4.	Controls and Procedures	47

Part II. OTHER INFORMATION			49
	Item 1.	Legal Proceeding	49
	Item 1A.	Risk Factors	49
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
	Item 3.	Defaults Upon Senior Securities	49
	Item 4.	Mine Safety Disclosures	49
	Item 5.	Other Information	49
	Item 6.	Exhibits	50

SIGNATURES			51

PART I. FINANCIAL INFORMATION

RAFAEL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	January 31, 2026			July 31, 2025
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	37,779		$	52,769
Prepaid clinical costs		3,229			1,045
Other receivables		—			1,206
Accounts receivable, net of allowance for credit losses of $245 at January 31, 2026 and July 31, 2025		295			627
Inventory		271			281
Prepaid expenses and other current assets		873			786
Total current assets		42,447			56,714

Property and equipment, net		1,545			1,596
Non-current prepaid clinical costs		244			1,399
Convertible notes receivable classified as available-for-sale		1,858			1,858
Goodwill		19,939			19,939
Intangible assets, net		929			994
In-process research and development		31,575			31,575
Investments		750			—
Other assets		28			34
TOTAL ASSETS	$	99,315		$	114,109

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	8,172		$	6,893
Accrued expenses		2,778			3,304
Convertible notes payable		608			614
Due to related parties		733			723
Other current liabilities		66			66
Total current liabilities		12,357			11,600

Accrued expenses, noncurrent		3,483			3,895
Convertible notes payable, noncurrent		52			78
Deferred income tax liability		138			138
Other liabilities		27			27
TOTAL LIABILITIES		16,057			15,738

COMMITMENTS AND CONTINGENCIES

EQUITY
Class A common stock, $0.01 par value; 35,000,000 shares authorized, 787,163 shares issued and outstanding as of January 31, 2026 and July 31, 2025		8			8
Class B common stock, $0.01 par value; 200,000,000 shares authorized, 51,218,790 issued and outstanding (excluding treasury shares of 101,487) as of January 31, 2026, and 50,789,697 issued and outstanding (excluding treasury shares of 101,487) as of July 31, 2025		513			508
Additional paid-in capital		323,081			322,161
Accumulated deficit		(248,496	)		(232,263	)
Treasury stock, at cost; 101,487 Class B shares as of January 31, 2026 and July 31, 2025		(168	)		(168	)
Accumulated other comprehensive income related to unrealized income on available-for-sale securities		358			358
Accumulated other comprehensive income related to foreign currency translation adjustment		3,873			3,787
Total equity attributable to Rafael Holdings, Inc.		79,169			94,391
Noncontrolling interests		4,089			3,980
TOTAL EQUITY		83,258			98,371
TOTAL LIABILITIES AND EQUITY	$	99,315		$	114,109

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited, in thousands, except share and per share data)

	Three Months Ended January 31,						Six Months Ended January 31,
	2026			2025			2026			2025
REVENUE
Infusion Technology	$	—		$	—		$	—		$	51
Rental – Third Party		57			48			113			98
Rental – Related Party		29			29			59			56
Product revenue		125			—			279			—
Total revenue		211			77			451			205

COSTS AND EXPENSES
Cost of Infusion Technology revenue		—			38			—			75
Cost of Product revenue		12			—			21			—
General and administrative		2,270			2,591			5,108			5,114
Research and development		4,529			947			12,013			2,273
Depreciation and amortization		55			90			105			176
Loss on impairment of goodwill		—			3,050			—			3,050
Loss from operations		(6,655	)		(6,639	)		(16,796	)		(10,483	)

Interest income		337			489			736			1,057
Realized (loss) gain on available-for-sale securities		—			(16	)		—			178
Unrealized gain (loss) on investment - Cyclo		—			614			—			(3,751	)
Unrealized gain (loss) on convertible notes receivable, due from Cyclo		—			486			—			(1,102	)
Interest expense		(161	)		(163	)		(321	)		(325	)
Gain on settlement of accounts payable and convertible notes payable		201			—			235			—
Other (loss) income, net		(1	)		(78	)		80			(80	)
Loss before income taxes		(6,279	)		(5,307	)		(16,066	)		(14,506	)
Provision for income taxes		(48	)		(20	)		(58	)		(32	)
Consolidated net loss		(6,327	)		(5,327	)		(16,124	)		(14,538	)

Net income (loss) attributable to noncontrolling interests		90			(686	)		109			(891	)
Net loss attributable to Rafael Holdings, Inc.	$	(6,417	)	$	(4,641	)	$	(16,233	)	$	(13,647	)

OTHER COMPREHENSIVE LOSS
Consolidated net loss	$	(6,327	)	$	(5,327	)	$	(16,124	)	$	(14,538	)
Unrealized gain on available-for-sale securities		—			3			—			24
Foreign currency translation adjustment		50			28			86			33
Comprehensive loss		(6,277	)		(5,296	)		(16,038	)		(14,481	)
Comprehensive income (loss) attributable to noncontrolling interests		88			(688	)		105			(893	)
Comprehensive loss attributable to Rafael Holdings, Inc.	$	(6,365	)	$	(4,608	)	$	(16,143	)	$	(13,588	)

Loss per share attributable to common stockholders
Basic and diluted	$	(0.13	)	$	(0.19	)	$	(0.32	)	$	(0.57	)

Weighted average number of shares used in calculation of loss per share
Basic and diluted		51,226,095			24,150,218			51,217,699			24,121,186

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands, except share data)

	Three Months Ended January 31, 2026
	Common Stock, Series A				Common Stock, Series B					Additional paid-in			Accumulated			Accumulated other comprehensive		Noncontrolling		Treasury Stock					Total
	Shares		Amount		Shares			Amount		capital			deficit			income		interests		Class B Shares		Amount			Equity
Balance at October 31, 2025		787,163	$	8		50,867,964		$	509	$	322,730		$	(242,079	)	$	4,181	$	3,999		101,487	$	(168	)	$	89,180
Net loss		—		—		—			—		—			(6,417	)		—		90		—		—			(6,327	)
Stock-based compensation		—		—		374,200			4		383			—			—		—		—		—			387
Shares withheld for payroll taxes		—		—		(23,374	)		—		(32	)		—			—		—		—		—			(32	)
Foreign currency translation adjustment		—		—		—			—		—			—			50		—		—		—			50
Balance at January 31, 2026		787,163	$	8		51,218,790		$	513	$	323,081		$	(248,496	)	$	4,231	$	4,089		101,487	$	(168	)	$	83,258

	Six Months Ended January 31, 2026
	Common Stock, Series A				Common Stock, Series B					Additional paid-in			Accumulated			Accumulated other comprehensive		Noncontrolling		Treasury Stock					Total
	Shares		Amount		Shares			Amount		capital			deficit			income		interests		Class B Shares		Amount			Equity
Balance at July 31, 2025		787,163	$	8		50,789,697		$	508	$	322,161		$	(232,263	)	$	4,145	$	3,980		101,487	$	(168	)	$	98,371
Net (income) loss		—		—		—			—		—			(16,233	)		—		109		—		—			(16,124	)
Stock-based compensation		—		—		473,629			5		980			—			—		—		—		—			985
Shares withheld for payroll taxes		—		—		(44,536	)		—		(60	)		—			—		—		—		—			(60	)
Foreign currency translation adjustment		—		—		—			—		—			—			86		—		—		—			86
Balance at January 31, 2026		787,163	$	8		51,218,790		$	513	$	323,081		$	(248,496	)	$	4,231	$	4,089		101,487	$	(168	)	$	83,258

See accompanying notes to the unaudited consolidated financial statements.

RAFAEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands, except share data)

	Three Months Ended January 31, 2025
	Common Stock, Series A				Common Stock, Series B					Additional paid-in			Accumulated			Accumulated other comprehensive		Noncontrolling			Treasury Stock					Total
	Shares		Amount		Shares			Amount		capital			deficit			income		interests			Class B Shares		Amount			Equity
Balance at October 31, 2024		787,163	$	8		23,785,043		$	238	$	280,359		$	(210,749	)	$	3,828	$	3,868			101,487	$	(168	)	$	77,384
Net loss		—		—		—			—		—			(4,641	)		—		(686	)		—		—			(5,327	)
Stock-based compensation		—		—		354,918			3		499			—			—		—			—		—			502
Shares withheld for payroll taxes		—		—		(14,809	)		—		(27	)		—			—		—			—		—			(27	)
Unrealized gain on available-for-sale securities		—		—		—			—		—			—			3		—			—		—			3
Foreign currency translation adjustment		—		—		—			—		—			—			28		—			—		—			28
Balance at January 31, 2025		787,163	$	8		24,125,152		$	241	$	280,831		$	(215,390	)	$	3,859	$	3,182			101,487	$	(168	)	$	72,563

	Six Months Ended January 31, 2025
	Common Stock, Series A				Common Stock, Series B					Additional paid-in			Accumulated			Accumulated other comprehensive		Noncontrolling			Treasury Stock					Total
	Shares		Amount		Shares			Amount		capital			deficit			income		interests			Class B Shares		Amount			Equity
Balance at July 31, 2024		787,163	$	8		23,819,948		$	238	$	280,048		$	(201,743	)	$	3,802	$	4,073			101,487	$	(168	)	$	86,258
Net loss		—		—		—			—		—			(13,647	)		—		(891	)		—		—			(14,538	)
Stock-based compensation		—		—		354,918			3		858			—			—		—			—		—			861
Forfeiture of restricted stock		—		—		(7,500	)		—		—			—			—		—			—		—			—
Shares withheld for payroll taxes		—		—		(42,214	)		—		(75	)		—			—		—			—		—			(75

SEC Form 10-Q filed by Rafael Holdings Inc.