SEC Comment Letter 0000000000-25-000041 to Rafael Holdings, Inc. (RFL)
Rafael Holdings, Inc.
Date: Jan. 3, 2025 · CIK: 0001713863 · Accession: 0000000000-25-000041
AI Filing Summary & Sentiment
File numbers found in text: 333-282558
Letter
January 3, 2025 William Conkling Chief Executive Officer Rafael Holdings, Inc. 520 Broad Street Newark, New Jersey 07102 Re:Rafael Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed December 20, 2024 File No. 333-282558 Dear William Conkling: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 11, 2024, letter. Amendment No. 2 to Form S-4 Unaudited Pro Forma Condensed Combined Financial Information, page 114 1.Please update the pro forma financial information in your filing in accordance with Article 11 of Regulation S-X. Incorporation of Certain Information by Reference, page 139 We note your response to our prior comment 12 and the revised risk factor contained in Amendment No. 1 to Rafael's Form 10-K for the fiscal year ended July 31, 2024, which now states that the "relationships may cause a conflict of interest with [y]our stockholders, specifically with regard to demands on Mr. Jonas’ time and the attention that he can dedicate to the Company as well as in the unlikely event that the business 2.
January 3, 2025 Page 2 interests of the Company and other entities controlled by Mr. Jonas were to conflict." Please further revise your disclosure to provide information regarding any formal conflicts of interest policies that may be in place regarding corporate opportunities. Please contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Laura Crotty at 202-551-7614 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Dov Schwell
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January 3, 2025
William Conkling
Chief Executive Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, New Jersey 07102
Re:Rafael Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 20, 2024
File No. 333-282558
Dear William Conkling:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 11, 2024,
letter.
Amendment No. 2 to Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 114
1.Please update the pro forma financial information in your filing in accordance with
Article 11 of Regulation S-X.
Incorporation of Certain Information by Reference, page 139
We note your response to our prior comment 12 and the revised risk factor contained
in Amendment No. 1 to Rafael's Form 10-K for the fiscal year ended July 31, 2024,
which now states that the "relationships may cause a conflict of interest with [y]our
stockholders, specifically with regard to demands on Mr. Jonas’ time and the attention
that he can dedicate to the Company as well as in the unlikely event that the business 2.
January 3, 2025
Page 2
interests of the Company and other entities controlled by Mr. Jonas were to conflict."
Please further revise your disclosure to provide information regarding any formal
conflicts of interest policies that may be in place regarding corporate opportunities.
Please contact Tracie Mariner at 202-551-3744 or Daniel Gordon at 202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please contact Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Dov Schwell