SecProbe.io

Mail Stop 3233
November 28, 2017

Via E -Mail
Menachem Ash
President
Rafael Holdings, Inc.
520 Broad Street
Newark, New Jersey 07102

Re: Rafael Holdings, Inc.
 Form 10-12G
Filed October 31, 2017
File No. 000-55863

Dear Mr. Ash :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your r esponse.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

General

1. We n ote that you filed a Form 10 -12G registering your Class B common stock under
Section 12(g) of the Securities Exchange Act of 1934 .  We also note you intend to have
your Class B common stock listed for trading on the NYSE American LLC .  Please tell
us wh y you filed a Form 10 -12G rather than a Form 10 -12B to register your Class B
common stock unde r Section 12(b) of the Exchange Act.

2. Please note that the Form 10 -12G goes effective by lapse of time 60 days after the
original filing date, pursuant to Section 12(g)(1) of the Exchange Act.  If our comments
are not addressed within this 60 -day time p eriod, you may consider withdrawing the
Form 10 prior to effectiveness and re -filing a new Form 10 including changes responsive
to our comments.  If you choose not to withdraw, you will be subject to the reporting

Menachem Ash
Rafael Holdings, Inc.
November 28, 2017
Page 2

 requirements under Section 13(a) of the Ex change Act.  In such event, please incorporate
your responses to our comments in your periodic reports, as applicable.

3. We note your disclosure on page F -7 that, prior to the spin -off, Rafael Holdings, Inc.  will
be formed as a wholly -owned subsidiary of IDT Corporation , and the accounts of certain
wholly -owned subsidiaries of IDT  Corporation will be contributed to Rafael Holdings,
Inc.  We also note your disclosure that your equity interest in Lipomedix  was purchased
in 2016 -2017  and the disclosure in IDT Corporation’s Form 10 -K for the fiscal year
ended July 31, 2017 suggesting that interests in Rafael Pharmaceuticals were acquired in
2016.  Please tell us which of the properties and assets that are to be he ld by Rafael
Holdings, Inc.  on the date of separation were acquired by IDT Corporation  or any of its
subsidiaries within the last two years.  In addition, please provide us your analysis as to
how the spin -off will be exempt from registration under the Sec urities Act and whether
the spin -off constitutes a sale or disposition for value under Section 2(a)(3 ).

Registration Statement Cover Page

4. Please revise  your registration statement cover page to indicate that you are an “emerging
growth company”  and whe ther you have elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant
to Se ction 13(a) of the Exchange Act .

Exhibit 99.1

Risk Factors, page 7

5. Please revise to include  risk factor disclosure to describe the material  conflicts of interest
resulting from your parent/subsidiary relationship with IDT,  Howard Jonas’ roles and
shareholdings in both companies, and Mr. Jonas’ interests in Rafael Pharmaceuticals .
Please also d isclose that the terms of the Separation and Distribution Agreement , Tax
Separation Agreement and Transition Services Agreement did not result from arm’s
length negotiations.

6. Please revise to include  risk factor disclosure to describing  your dependence on IDT and
its affiliates for the majority of your revenues , including quantifying the percentage of
your revenues from IDT and its affiliates .

Unaudited Pro Forma Condensed Combined Financial Data, page 32

7. We note your disclosure on page F-17 that the annual rent from related parties will be
approximately $1.7 million which is significantly lower than the $3.7 million reflected in
your historical financial statements and pro forma financial data.  Please tell us your basis
for not adjustin g the historical rental from related parties in view of the above difference.

Menachem Ash
Rafael Holdings, Inc.
November 28, 2017
Page 3

 Also revise to reconcile the amount relating to rental from related party with the historical
financial statements.

8. We note your disclosure in note (A) on page 35 relating to a  controlled entity of which
you are a 45% owner.   Please provide to us additional details regarding the nature of this
entity, how you determined control, how you account for this entity and the guidance
upon which you relied.

Manageme nt’s Discussion and Analysis of Financial Condition and Results of Operations , page
36

9. Given the significant amount of rental revenues received from IDT Corporation, please
revise to disclose that IDT is a public company and cross reference to the periodic
financial statemen ts filed with the SEC.

10. Please include a more detailed discussion of leasing activity during the periods presented,
including the amount of new leases and renewed leases executed, the amount of leases
that were not renewed, and leasing costs, including ten ant improvement costs and leasing
commissions, as applicable.

11. Although we note your disclosure on page 42 that the IDT and Genie leases expire in
2025, p lease revise your disclosure to include a schedule of lease expirations for each of
the ten year s starting with the current year and which states the number of tenants whose
leases will expire, the total area in square feet covered by the leases, the annual rent
represented by the leases and the percentage of gross annual rent represented by the
leases.

Business, page 43

12. We note your disclosure regarding your properties.  Please revise to provide the
percentage of each building that is leased to affiliated parties and the percentage of the
rental revenues from affiliated parties for each building.

13. We note that currently approximately 29.50% of the property at 520 Broadway in
Newark New Jersey is leased.  We further note your disclosure on page 41 that during
fiscal year 2016 and fiscal year 2015 you invested approximately $10 million in
renovating  the first four floors of 520 Broad Street.  Please revise your disclosure to
describe whether you anticipate significant capital expenditures to renovate each of your
properties and describe any proposed program for the renovation, improvement or
developm ent of each of your properties.  In addition, please briefly describe the general
character, including age, of each of your properties.

Menachem Ash
Rafael Holdings, Inc.
November 28, 2017
Page 4

 14. We note that your interests in Rafael Pharmaceuticals are held indirectly through a 90% -
owned non -operating su bsidiary, IDT -Rafael Holdings, LLC , and CS Pharma Holdings,
LLC , which is 50% -owned by IDT-Rafael Holdings, LLC .  Please revise your disclosure
throughout to more specifically describe the extent to which you will control these
interests and be entitled to  receive any cash flows from them.

15. We note your disclosure on page 44 that based on current s hares issued and outstanding,
you would need to pay approximately $71 million to exercise the warrant  to purchase up
to 56% of the capital stock of Rafael Pha rmaceuticals  in full and approximately $56
million to purchase a 51% controlling stake  or, on an as -converted fully diluted basis,
approximately $122 million to exercise the warrant in full and approximately $98 million
to purchase a 51% controlling stake .  In light of your current liquidity, please revise your
disclosure to clarify, if true, that you are not able to exercise the warrant and include risk
factor disclosure that you may never exercise the warrant.

16. We note your disclosure on page 47 that you have the option to invest an additional $0.9
million  in Lipomedix, which would increase your aggregate ownership to 50.6% of the
issued share capital on a fully diluted basis , and that this option expires on the earlier of
(1) a merger or acquisition transaction, (2) an initial public offering, or (3) November 30,
2017 .  Please revise your disclosure to reflect whether this option was exercised.

Management, page 58

17. You state on page 58 that you intend to appoint  a Chief Executive Officer and a Chief
Financial Officer prior to the spin -off.  Please update your disclosure to identify your
Chief Executive Officer and your Chief Financial Officer and clarify whether these
individuals are affiliated or formerly affili ated with IDT Corporation.

Our Relationship with IDT After the Spin -Off and Related Person Transactions, page 63

18. We note your disclosure on page 64  that “[a] ll liabilities and obligations related to Rafael
will remain Rafael’s obligation whether the liab ility and or obligation arose pre -spin-off
or post spin -off and all liabilities and obligations related to IDT will remain IDT’s
obligation whether the liability and or obligation arose pre -spin-off or post spin -off.”
Please revise to describe in more det ail the liabilities and obligations related to Rafael.  In
addition, please provide tabular disclosure of contractual obligations as applicable in your
Management’s Discussion and Analysis of Financial Condition and Results of
Operations .  Refer to Item 30 3 of Regulation S -K.

Menachem Ash
Rafael Holdings, Inc.
November 28, 2017
Page 5

 Notes To Combined Financial Statements

Note 5 - Investments

Rafael Pharmaceuticals, Inc. (“Rafael Pharmaceuticals”), page F -13

19. We note that the sale of interest and rights in Rafael Pharmaceuticals, Inc. to Howard S.
Jonas ha s been presented as noncontrolling interest in the Combined Statements of
Members’ Equity.  Please tell us your basis for this accounting and the guidance upon
which you relied.  We note your disclosure on page F -14 that you are not the primary
beneficiary  of Rafael Pharmaceuticals, Inc. from which we assume that this entity is not
consolidated.

20. We note your disclosure on page F -12 that the valuation of the investment in Rafael
Pharmaceuticals was based on a valuation of Rafael and other factors and the di sclosure
on page F -13 that you received an independent appraisal indicating the fair value of your
investment in Rafael Pharmaceuticals exceeds the carrying value.   Please provide to us
additional details regarding the independent appraisal and other facto rs considered in the
valuation including the inputs used and whether you adjusted the independent appraisal.

21. Also, we note on page F -13 that you have not accrued interest on the convertible note as
collection cannot be reasonably assured.  Please tell us  how you considered this
uncertainty in the above valuation.

22. Please tell us how you accounted for the compensatory arrangement with Howard S.
Jonas described on page F -14 and the guidance upon which you relied.

23. Please tell us how you determined the allo cation between the convertible note and the
warrant and the guidance upon which you relied.

24. Tell us how the warrants were evaluated for impairment.

25. We note that you have concluded that you are not the primary beneficiary of Rafael
Pharmaceuticals (the “VIE”) as you do not have the power to direct the activities of this
VIE that most significantly impact its economic performance.  Please tell us how yo u
considered in the above conclusion the fact that your Chairman of the Board is also the
Chairman of the Board of the VIE and you hold a warrant to purchase a 56% of the
capital stock of the VIE.

Note 6 - Income Taxes, page F -15

26. Please revise to reconcile the amounts relating to income (loss) before income taxes,
income tax expense and deferred tax asset for 2017 with the balance sheet.  Also revise

Menachem Ash
Rafael Holdings, Inc.
November 28, 2017
Page 6

 your disclosure that net deferred tax assets are included in “Other current assets ” to
clarify that deferred tax assets are included in noncurrent assets.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
actio n by the staff.

You may contact Jorge Bonilla, Staff Accountant,  at (202) 551 -3414  or Shannon
Sobotka , Staff Accountant,  at (202) 551-3856  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Kasey Ro binson, Staff Attorney,  at (202)
551-5880  or me at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Dov T. Schwell, Esq.
Schwell Wimpfheimer & Associates LLP