Correspondence 0001213900-25-001973 from Rafael Holdings, Inc. (RFL)
Rafael Holdings, Inc.
Date: Jan. 8, 2025 · CIK: 0001713863 · Accession: 0001213900-25-001973
AI Filing Summary & Sentiment
File numbers found in text: 001-38411
Referenced dates: January 3, 2025
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Tracie Mariner Division of Corporate Finance Office of Life Sciences Re: Rafael Holdings, Inc. Form 10-K for Fiscal Year Ended July 31, 2024 File No. 001-38411
Dear Ms. Mariner:
Rafael Holdings, Inc., a Delaware corporation (“Rafael” or “we”), has today filed with the Securities and Exchange Commission (the “Commission”), pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Amendment No. 2 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended July 31, 2024 (as amended, the “Form 10-K”).
We are writing to respond to the comment of the staff of the Commission (the “Staff”) raised in your letter to Rafael dated January 3, 2025. The response below correspond to the comment (which is reproduced below in bold). References to page numbers in our responses are to page numbers in the Amendment. Capitalized terms defined in the Form 10-K and used in this letter but not otherwise defined herein have the meanings assigned to them in the Form 10-K.
Amendment No. 1 to Form 10-K filed December 20, 2024
Risk Factors
The relationships between Howard S. Jonas and IDT Corporation, and Genie Energy could conflict with our stockholders’ interests, page 87
1. We note the revised risk factor 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 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
Response: We have revised the disclosure on page 62 of the Amendment to provide the information as requested by the Staff.
* * *
Securities and Exchange Commission
January 8, 2025
Page 2
Rafael acknowledges that Rafael and its management are responsible for the adequacy and accuracy of the disclosure in the Form 10-K, notwithstanding any review, comments, action or absence of action by the Staff.
Sincerely,
/s/ William Conkling
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CORRESP 1 filename1.htm January 8, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tracie Mariner Division of Corporate Finance Office of Life Sciences Re: Rafael Holdings, Inc. Form 10-K for Fiscal Year Ended July 31, 2024 File No. 001-38411 Dear Ms. Mariner: Rafael Holdings, Inc., a Delaware corporation (“Rafael” or “we”), has today filed with the Securities and Exchange Commission (the “Commission”), pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Amendment No. 2 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended July 31, 2024 (as amended, the “Form 10-K”). We are writing to respond to the comment of the staff of the Commission (the “Staff”) raised in your letter to Rafael dated January 3, 2025. The response below correspond to the comment (which is reproduced below in bold). References to page numbers in our responses are to page numbers in the Amendment. Capitalized terms defined in the Form 10-K and used in this letter but not otherwise defined herein have the meanings assigned to them in the Form 10-K. Amendment No. 1 to Form 10-K filed December 20, 2024 Risk Factors The relationships between Howard S. Jonas and IDT Corporation, and Genie Energy could conflict with our stockholders’ interests, page 87 1. We note the revised risk factor 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 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 Response: We have revised the disclosure on page 62 of the Amendment to provide the information as requested by the Staff. * * * Securities and Exchange Commission January 8, 2025 Page 2 Rafael acknowledges that Rafael and its management are responsible for the adequacy and accuracy of the disclosure in the Form 10-K, notwithstanding any review, comments, action or absence of action by the Staff. Sincerely, /s/ William Conkling William Conkling Chief Executive Officer cc: Daniel Gordon Tamika Sheppard Laura Crotty Dov Schwell