SecProbe.io

CORRESP
 1
 filename1.htm

 April 28, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Rafael Holdings, Inc.

 Registration Statement on Form S-3

 File No. 333-286622

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the " Registrant ") hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-286622) (the " Registration Statement "),
so that it may become effective at 4:00 p.m. Eastern time on April 29, 2025, or as soon thereafter as practicable.

 The Registrant hereby acknowledges that:

 (a)
 should the Securities and Exchange Commission (the " Commission ") or the staff of the Commission (the " Staff "), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (b)
 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 (c)
 the Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

 /s/ William Conkling

 William Conkling

 Chief Executive Officer

 Rafael Holdings, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

William Conkling
Chief Executive Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, NJ 07102

 Re: Rafael Holdings, Inc.
 Registration on Form S-3
 Filed April 18, 2025
 File No. 333-286622
Dear William Conkling:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Dov T. Schwell, Esq.
</TEXT>
</DOCUMENT>

February 14, 2025
David Polinsky
Chief Financial Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, New Jersey 07102
Re:Rafael Holdings, Inc.
Form 10-K for Fiscal Year Ended July 31, 2024
Filed November 7, 2024
File No. 001-38411
Dear David Polinsky:
            We have completed our review of your filing. 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 action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Dov Schwell

CORRESP
1
filename1.htm

February 13, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Rafael Holdings, Inc.

Registration Statement on Form S-4

File No. 333-282558

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-282558) (the “Registration Statement”),
so that it may become effective at 4:00 p.m. Eastern time on February 13, 2025, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

    (a)
    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (b)
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    (c)
    the Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ William Conkling

    William Conkling

    Chief Executive Officer

    Rafael Holdings, Inc.

CORRESP
1
filename1.htm

February 11, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Rafael Holdings, Inc.

Registration Statement on Form S-4

File No. 333-282558

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-282558) (the “Registration Statement”),
so that it may become effective at 9:00 a.m. Eastern time on February 13, 2025, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(a) should
the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

(b) the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(c) the
Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ William Conkling

    William Conkling

    Chief Executive Officer

    Rafael Holdings, Inc.

CORRESP
1
filename1.htm

January 10, 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.

Amendment No. 2 to Registration Statement on Form S-4

Filed on December 20, 2024

File No. 333-282558

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 1933, as amended (the “Securities
Act”), Pre-Effective Amendment No. 3 (the “Amendment”) to its Registration Statement on Form S-4
filed October 9, 2024 (as amended, the “Registration Statement”).

We are writing to respond
to the comments of the staff of the Commission (the “Staff”) raised in your letter to Rafael dated January 3,
2025. The responses below correspond to the captions and numbers of those comments (which are reproduced below in bold). References to
page numbers in our responses are to page numbers in the Amendment or the Joint Proxy Statement/Prospectus (the “Prospectus”)
that forms a part thereof. Capitalized terms defined in the Registration Statement and used in this letter but not otherwise defined herein
have the meanings assigned to them in the Registration Statement.

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.

Response: We have updated
the pro form financial information accordingly.

 Incorporation of Certain Information by Reference, page 139

2.
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 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 risk factor entitled "The relationship between Howard S. Jonas and IDT Corporation, and Genie Energy could conflict with our
stockholders' interests" contained in Rafael’s Form 10-K for the fiscal year ended July 31, 2024 to provide the information
as requested by the Staff.

*         *        *

Securities and Exchange Commission

January 10, 2025

Page 2

Rafael acknowledges
that Rafael and its management are responsible for the adequacy and accuracy of the disclosure in the filings of the Registration Statement,
notwithstanding any review, comments, action or absence of action by the Staff.

    Sincerely,

    /s/ William Conkling

    William Conkling

    Chief Executive Officer

    cc:
    Daniel Gordon
    Alison Newman

    Tamika Sheppard
    Sarah Hewitt

    Laura Crotty
    N. Scott Fine

    Dov Schwell
    Joshua Fine

CORRESP
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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

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

CORRESP
1
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December 19, 2024

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 1933, as amended (the “Securities
Act”), Amendment No. 1 (the “Amendment”) to its Form 10-K filed November 7, 2024 (as amended,
the “Form 10-K”).

We are writing to respond
to the comments of the staff of the Commission (the “Staff”) raised in your letter to Rafael dated December
11, 2024. The responses below correspond to the captions and numbers of those comments (which are reproduced below in bold). References
to page numbers in our responses are to page numbers in the amended Form 10-K. 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.

Form 10-K for Fiscal Year Ended July 31, 2024

Item 1. Business

Overview, page 1

1.   Please
revise your disclosure regarding Rafael’s Pharmaceutical Companies, to remove or revise all statements implying safety and/or efficacy,
as the company’s product candidates have not yet received regulatory approval. Examples of such statements include, but are not limited
to, the following:

 ● “. . . Promi-Fol holds the potential to be a safe and
effective therapeutic alternative to widely used instillation of mitomycin-c for local treatment of the growing elderly patient population
with superficial bladder cancer”.

Securities and Exchange Commission

December 19, 2024

Page 2

 ● “Preclinical studies have shown that MMC was effective
in killing of BRCA2 mutant tumors. Clinical efficacy of MMC has also been reported in heavily pretreated ovarian cancer patients with
BRCA1 mutations.”

 ● LipoMedix’s product candidate holds the potential to be “an
innovative, safe, and effective cancer therapy”.

 ● “In these studies, Promitil was found to be more efficacious
and less toxic than MMC by a 3-fold factor.”

 ● Your references to the “improved safety profile of Promitil
in humans”.

 ● Your statements that “CPI-613...holds the potential
to be minimally toxic to healthy cells (i.e., safe and well-tolerated)”, “exhibited anti-cancer activities” and that “prolonged
survival was observed”.

Safety and efficacy conclusions are
within the sole authority of the FDA or equivalent foreign regulators. You may present the objective data observed in your clinical trials
but should not draw safety and efficacy conclusions based on such results.

Response: We have revised
the disclosure on pages 1, 5, 6, 101, and F-9 of the Form 10-K as requested by the Staff.

2.   We
note your listing of some of the observed data from the U.S. Phase I Clinical Study of Trappsol Cylco. Please clarify the material significance
of the data point “[a]ll eligible patients requested continuation of Trappsol® Cyclo™ administration in the extension protocol
via home infusion.”

Response: Both Rafael
and Cyclo have deleted such disclosure from their respective Forms 10-K.

3.   Please
amend your disclosure to clarify where in the clinical development process Promi-Fol and Promi- Dox currently are.

Response:
We have revised the disclosure on page 6 of Rafael’s Form 10-K to clarify the current status of the developmental process for Promi-Fol
and Promi- Dox.

4.   We
note your statements, both here and elsewhere, that Day Three “empowers third-party manufacturers to reimagine their existing cannabis
offerings enabling them to bring to market better, cleaner, more precise and predictable versions by utilizing Day Three’s pharmaceutical-grade
technology and innovation like Unlokt”. Please amend your filing to expand your disclosure regarding this technology, providing details
regarding its application, functionality and use, and provide support for this statement and your references to such technology as “pharmaceutical-grade”.
To the extent the company has received any form of approval or certification of the technology as a basis for these claims, please describe
where appropriate.

Response:
Day Three’s Unlokt technology is an inclusion complex in which various proteins act as host molecules encapsulating oil to create water
soluble solutions for the otherwise hydrophobic liquid. To date, Unlokt has primarily been used in the cannabis space, where Day Three
holds various U.S. and foreign patents.

Securities and Exchange Commission

December 19, 2024

Page 3

Unlokt operates
in a competitive landscape with other service providers and water-soluble technology providers. Other competitive solutions are nano emulsions,
which can include highly artificial components and other unknown chemicals. Unlokt contains only three core ingredients: the oil component,
the host protein, and water.

When applied to
cannabis, the Unlokt technology yields an active ingredient that is more easily digestible by the body than unaltered cannabis input on
its own. Unlokt provides for both higher bioavailability of the active molecule, as well as a faster uptake time into the system when
compared to unaltered cannabis as evidenced by rodent studies done by Day Three. In rodent-based pharmacokinetic trials, Unlokt containing
cannabidiol (CBD) reached a time to maximal concentration in 30 minutes, whereas CBD without a water-soluble solution reached maximal
concentration in 180 minutes. Unlokt’s maximal concentration in this trial was 3.5 times higher than that of CBD without Unlokt.
Manufacturing partners have also described Unlokt as having a more palatable taste profile when compared to competitor technologies on
the market, a key value add in the industry, although no study has been commissioned on this.

Day Three partners
with third party manufacturers who can license the Unlokt technology for use in their own products, or manufacture the ingredient for
resale to others. Many of these partners operate in GMP-certified facilities, and the Unlokt technology fits within the standards of those
regulations.

We have revised the disclosure on page 8 of the Form 10-K to amend
the disclosure as requested by the Staff.

5.   Please
amend your filing to provide more detail regarding the operations and product candidates of Rafael Medical Devices, both in the Overview
and on page 8 where discussed. Your disclosure should include information regarding the “surgical and procedural devices” the
company is currently developing. To the extent the company has not yet developed any devices and has no devices in its product portfolio,
please revise your disclosure to make clear that the claims associated with Rafael Medical Devices are aspirational in nature and are
not references to current operations.

Response: We have revised
the disclosure on pages 1, 7 and 8 of the Form 10-K as requested by the Staff.

6.   We
note your disclosure that Cornerstone received negative results from its Avenger 500 Phase 3 study for Devimistat in pancreatic cancer
as well as a recommendation to stop its ARMADA 2000 Phase 3 study due to a determination that the trial would unlikely achieve its primary
endpoint. Please amend your disclosure to clarify where the Phase 3 study and trial were being conducted, and which regulatory authority
oversaw such determinations.

Response: We have amended
the disclosure on page 2 and 101 of the Form 10-K as requested by the Staff.

Securities and Exchange Commission

December 19, 2024

Page 4

7.   We
note your disclosure that LipoMedix has completed various clinical stages of Promitil including a Phase 1A and 1B trial. Please amend
your disclosure to state where these trials were held. In addition, please provide data from the completed trials on page 6 where discussed,
including information regarding endpoints and SAEs, to the extent applicable.

Response:
We have amended the disclosures on pages 1, 6, 101 and F-9 of the Form 10-K as requested by the Staff. Please note that the Cornerstone
trials (Avenger 500 and Armada 2000) were company sponsored clinical trials. An independent data monitoring committee made recommendations
to the company but final determinations were made by the company. The clinical trial data from these trials were shared with the FDA and
the other health authorities of the countries in which these trials were conducted.

Item 1A. Risk Factors

Risks Related to Employee Matters, Managing Our Growth, and Other
Risks Related to Our Business

Conditions in Israel, including the ongoing war between Israel
and Hamas..., page 86

8.   We
note your disclosure stating that certain of your employees and consultants in Israel, in addition to employees of your service providers
located in Israel, have been called for service in the current war with Hamas, and such persons may be absent for an extended period of
time. As a result, operations of LipoMedix and Day Three may be disrupted by such absences, which may materially and adversely affect
their business and results of operations. Please expand the disclosure in your MD&A to quantify and discuss any material impact that
the war between Israel and Hamas has had on your financial condition and result of operations in the periods presented. If there has been
no material impact, then so state.

Response: We
have revised the disclosure in the MD&A on page 102 of the Form 10-K as requested by the Staff.

9.   Please
amend this risk factor to clarify whether the company has experienced material disruptions to date based on the war and conflicts discussed,
either as a result of employees being called for service or otherwise.

Response: We have revised
the risk factor contained in the Form 10-K on pages 86 and 87 to clarify that the company has not experienced material disruptions to
date based on the war and conflicts discussed, either as a result of employees being called for service or otherwise.

Securities and Exchange Commission

December 19, 2024

Page 5

The relationship between Howard. S. Jonas and IDT Corporation...,
page 87

10.   Please
amend your disclosure to provide more detail regarding the conflict of interest with stockholders briefly noted in this risk factor.

Response: We have revised
the risk factor entitled "The relationship between Howard S. Jonas and IDT Corporation, and Genie Energy could conflict with our
stockholders' interests" on page 87 of the Form 10-K to provide the details requested by the Staff.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations Liquidity and Capital Resources

Capital Resources, page 106

11.   Given
your historical net losses and negative cash flows from operations, please expand your disclosure of capital resources to provide the
information required by Item 303(b)(1) of Regulation S-K, as applicable to you.

Response: We have provided
the information on pages 105 and 106 of the Form 10-K as requested by the Staff.

Financial Statements

Note 1- Description of Business, page F-8

12.   We
note your disclosure, on page F-10, stating that you have an effective 45% interest in CS Pharma Holdings, LLC. Please expand your disclosure,
where appropriate, to discuss your accounting methodology for your interest in this entity.

Response: We have expanded
the disclosure on page F-11 and pages 7 and F-24 as requested by the Staff.

*    *    *

Securities and Exchange Commission

December 19, 2024

Page 6

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 Alison Newman

  Tamika Sheppard Sarah Hewitt

  Laura Crotty N. Scott Fine

  Dov Schwell Joshua Fine

CORRESP
1
filename1.htm

December
19, 2024

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.

Amendment
No. 1 to Registration Statement on Form S-4

Filed
on November 22, 2024

File
No. 333-282558

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 1933, as amended (the “Securities Act”), Pre-Effective Amendment No. 2 (the “Amendment”)
to its Registration Statement on Form S-4 filed October 9, 2024 (as amended, the “Registration Statement”).

We
are writing to respond to the comments of the staff of the Commission (the “Staff”) raised in your letter to
Rafael dated December 11, 2024. The responses below correspond to the captions and numbers of those comments (which are reproduced below
in bold). References to page numbers in our responses are to page numbers in the Amendment or the Joint Proxy Statement/Prospectus (the
“Prospectus”) that forms a part thereof. Capitalized terms defined in the Registration Statement and used in this letter
but not otherwise defined herein have the meanings assigned to them in the Registration Statement.

Amendment
No. 1 to Form S-4 filed November 22, 2024

Questions
and Answers About the Transactions and the Special Meetings, page ii

1.
We note your response to prior comment 3 and re-issue the comment in part. Please expand your newly created Q&A “How will
the companies operate post-merger” on page vii to include disclosure, as mentioned elsewhere, that Rafael intends to focus
its efforts on Trappsol Cyclo as its lead clinical program. Please also briefly explain the extent to which Rafael will continue to operate
or invest in the Pharmaceutical Companies and their described operations, discussing the potential impact of Rafael’s planned shift in
focus to Trappsol Cyclo post-merger on these operations.

Response:
We have revised the Q&A entitled “How will the companies operate post-merger?” on page iii to include the
disclosures requested by the Staff as well as the disclosures on pages 1 and 29.

Securities
and Exchange Commission

December 19, 2024

Page 2

Risk
Factors

We
are dependent on certain third-party suppliers, page 26

2.
We note your response to prior comment 12. Please explain your assertion that Rafael and Cyclo are not “involved in the targeted
industry” that is the subject of the BIOSECURE Act. In addition, your response states that you do not sell to any of the biotechnology
companies of concern; however, you have not indicated whether either company purchases from any of the biotechnology companies of concern.
Please clarify.

Response:
The BIOSECURE Act (the “Biosecure Act”) was introduced on January 25, 2024 by the Chairman and Ranking
Member of the Select Committee on the Strategic Competition Between the United States and the Chinese Communist Party. The Senate Committee
on Homeland Security and Government Affairs introduced a substantively similar version of the Act and drafted an amendment and advanced
the bill to the full Senate for a vote on March 6, 2024.  The House of Representatives Committee on Oversight and Accountability
held a markup session and drafted an amendment advancing its bill to a full House vote in May 2024.  The House passed the bill including
the amendment on September 9, 2024.  A full Senate vote on either the Senate version or the House version of the Biosecure Act was
the next key milestone; however the bill was not included in the recently-enacted 2025 National Defense Authorization Act.  Thus,
it is uncertain, with the remaining legislative days before the 118th Congress adjourns, that the Act (either the Senate version or the
House version) will be passed by both the House of Representatives and the Senate, or be signed into law by the President.

Even
if the Act were to be signed into law in one of its present forms, it would have no apparent impact on biotechnology companies like Cyclo
and Rafael.  For example, the Act mentions WuXi Apptec and WuXi Biologics, as well as BGI Group and subsidiaries of MGI Tech and
Complete Genomics as “Biotechnology Companies of Concern”, and neither Cyclo nor Rafael procures or uses equipment or services
produced or provided by these companies. The second part of the definition of “Biotechnology Companies of Concern” lists
a number of factors which reflect a risk to national security, none of which to Cyclo’s or Rafael’s knowledge are applicable
to, nor has there been any official public determination that they are applicable to, any company with which Cyclo or Rafael does business.
In addition, as currently drafted, the Act only targets U.S. federal government contracts, grants, and loans provided by federal agencies
to designated “Biotechnology Companies of Concern,” or to entities procuring services and/or equipment from such companies
and does not apply to or prohibit or otherwise restrict private-sector transactions or dealings with the listed “Biotechnology
Companies of Concern” or any companies designated as “Biotechnology Companies of Concern” in the future. As such, Cyclo
and Rafael do not believe that the Act, if passed in its current form, would impact Cyclo, Rafael or the Surviving Entity. Neither Cyclo
nor Rafael currently has any U.S. federal government contracts, grants, or loans. Finally, even if they otherwise did fall within the
Act’s prohibitions, the Senate version of the Act includes a grandfathering provision, which exempts from the prohibitions of the
Act those cases in which equipment or services are produced or provided by a “Biotechnology Company of Concern” under a contract
or agreement entered into prior to the effective date of the Act.

Cyclo
and Rafael will continue to closely monitor and evaluate the potential impacts of the Act on their business and operations.

Securities
and Exchange Commission

December 19, 2024

Page 3

Information
About the Companies

Rafael Holdings, Inc., page 29

3.
We note your disclosure both here and in the Rafael Form 10-K for the fiscal year ended July 31, 2024, incorporated by reference, that
Cornerstone received negative results from its Avenger 500 Phase 3 study for Devimistat in pancreatic cancer as well as a recommendation
to stop its ARMADA 2000 Phase 3 study due to a determination that the trial would unlikely achieve its primary endpoint. Please revise
your disclosure to clarify where the Phase 3 study and trial were being conducted, and which regulatory authority oversaw such determinations.

Response: We
have revised the disclosure on page 29  of the Prospectus and in Rafael’s Form 10-K to clarify where the Phase 3 study and
trial were being conducted, and which body oversaw such determinations. Please note that the Cornerstone trials
(Avenger 500 and ARMADA 2000) were company sponsored clinical trials. An independent data monitoring committee made recommendations
to the company but final determinations were made by the company. The clinical trial data from these trials were shared with the FDA
and the other health authorities of the countries in which these trials were conducted.

4.
We note your disclosure that LipoMedix has completed various clinical stages of Promitil including a Phase 1A and 1B trial. Please revise
your disclosure to state where these trials were held. In addition, please provide data from the completed trials where discussed, including
information regarding endpoints and SAEs, to the extent applicable.

Response: We
have revised the disclosure on page 30 of the Prospectus and in Rafael’s Form 10-K to provide the information requested by the
Staff.

Incorporation
of Certain Information by Reference, page 138

5.
We note your response to prior comment 7. Please further revise your disclosure regarding Cyclo’s business, incorporated by reference
from Cyclo’s Form 10-K for the fiscal year ended December 31, 2023, to remove or revise the below statements implying safety or efficacy,
as the company’s product candidates have not yet received regulatory approval:

 ● The
                                            statement on page 4 of Cyclo’s Form 10-K/A filed November 26, 2024 that “...to
                                            date, [Cyclo’s] clinical studies have preliminarily demonstrated that Trappsol Cyclo is safe
                                            and efficacious in the treatment of NPC over a range of dose groups.”

 ● The
                                            statements that Trappsol Cyclo demonstrated a “favorable safety profile” on pages
                                            5 and 34 of Cyclo’s Form 10-K/A filed November 26, 2024.

You
may present objective data from your trials but should not draw conclusions regarding safety and efficacy, as such determinations are
within the sole purview of the FDA and equivalent foreign regulators.

Response:
Cyclo has amended the disclosures in Item 1. Business under the headings “Overview” and “Our Clinical Studies –
European and Israeli Phase I/II Clinical Study – Additional Data”, Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations under the heading “Overview” and Item 8. Financial Statements and Supplementary
Data in Note (1) Organization and Description of Business in our “Notes to Consolidated Financial Statements” in its Amendment
No. 3 to Form 10-K accordingly. No such disclosure is included in the Prospectus.

Securities
and Exchange Commission

December 19, 2024

Page 4

6.
Please revise your disclosure regarding Rafael’s Pharmaceutical Companies, both here and in the Rafael Form 10-K for the fiscal year
ended July 31, 2024, to remove or revise all statements implying safety and/or efficacy, as the company’s product candidates have not
yet received regulatory approval. Examples of such statements include, but are not limited to, the following:

 ● “.
                                            . . Promi-Fol holds the potential to be a safe and effective therapeutic alternative to widely
                                            used instillation of mitomycin-c for local treatment of the growing elderly patient population
                                            with superficial bladder cancer”.

 ● “Preclinical
                                            studies have shown that MMC was effective in killing of BRCA2 mutant tumors. Clinical efficacy
                                            of MMC has also been reported in heavily pretreated ovarian cancer patients with BRCA1 mutations.”

 ● LipoMedix’s
                                            product candidate holds the potential to be “an innovative, safe, and effective cancer
                                            therapy”.

 ● “In
                                            these studies, Promitil was found to be more efficacious and less toxic than MMC by a 3-fold
                                            factor.”

 ● Your
                                            references to the “improved safety profile of Promitil in humans”.

 ● Your
                                            statements that “CPI-613...holds the potential to be minimally toxic to healthy cells
                                            (i.e., safe and well-tolerated)”, “exhibited anti-cancer activities” and that
                                            “prolonged survival was observed”.

Safety
and efficacy conclusions are within the sole authority of the FDA or equivalent foreign regulators. You may present the objective data
observed in your clinical trials but should not draw safety and efficacy conclusions based on such results.

Response: We
have revised the disclosure on page 30 of the Prospectus and in Rafael’s Form 10-K as requested by the Staff.

Securities
and Exchange Commission

December 19, 2024

Page 5

7.
In the Rafael Form 10-K for the fiscal year ended July 31, 2024, we note your listing of some of the observed data from the U.S. Phase
I Clinical Study of Trappsol Cyclo. Please clarify the material significance of the data point “[a]ll eligible patients requested
continuation of Trappsol® Cyclo™ administration in the extension protocol via home infusion.”

Response:
Both Rafael and Cyclo have deleted such disclosure from their respective Forms 10-K.

8.
Please amend your disclosure in the Rafael Form 10-K for the fiscal year ended July 31, 2024, to clarify where in the clinical development
process Promi-Fol and Promi- Dox currently are.

Response:
We have revised the disclosure on page 6 of Rafael’s Form 10-K to clarify the current status of the developmental process
for Promi-Fol and Promi-Dox.

9.
We note your statements, both in this filing and in Rafael’s Form 10-K for the fiscal year ended July 31, 2024, that Day Three “empowers
third-party manufacturers to reimagine their existing cannabis offerings enabling them to bring to market better, cleaner, more precise
and predictable versions by utilizing Day Three’s pharmaceutical-grade technology and innovation like Unlokt”. Please amend your
filing to expand your disclosure regarding this technology, providing details regarding its application, functionality and use, and provide
support for this statement and your references to such technology as “pharmaceutical-grade”. To the extent the company has
received any form of approval or certification of the technology as a basis for these claims, please describe where appropriate.

Response:
Day Three’s Unlokt technology is an inclusion complex in which various proteins act as host molecules encapsulating oil to create
water soluble solutions for the otherwise hydrophobic liquid. To date, Unlokt has primarily been used in the cannabis space, where Day
Three holds various U.S. and foreign patents.

Unlokt
operates in a competitive landscape with other service providers and water-soluble technology providers. Other competitive solutions
are nano emulsions, which can include highly artificial components and other unknown chemicals. Unlokt contains only three core ingredients:
the oil component, the host protein, and water.

When
applied to cannabis, the Unlokt technology yields an active ingredient that is more easily digestible by the body than unaltered cannabis
input on its own. Unlokt provides for both higher bioavailability of the active molecule, as well as a faster uptake time into the system
when compared to unaltered cannabis as evidenced by rodent studies done by Day Three. In rodent-based pharmacokinetic trials, Unlokt
containing cannabidiol (CBD) reached a time to maximal concentration in 30 minutes, whereas CBD without a water-soluble solution reached
maximal concentration in 180 minutes. Unlokt’s maximal concentration in this trial was 3.5 times higher than that of CBD without
Unlokt. Manufacturing partners have also described Unlokt as having a more palatable taste profile when compared to competitor technologies
on the market, a key value add in the industry, although no study has been commissioned on this.

Day
Three partners with third party manufacturers who can license the Unlokt technology for use in their own products, or manufacture the
ingredient for resale to others. Many of these partners operate in GMP-certified facilities, and the Unlokt technology fits within the
standards of those regulations.

We
have revised the disclosure on page 8 of the Form 10-K to amend the disclosure as requested by the Staff.

Securities
and Exchange Commission

December 19, 2024

Page 6

10.
Please revise your disclosure both here and in the Rafael Form 10-K for the fiscal year ended July 31, 2024, to provide more detail regarding
the operations and prod

December 11, 2024
William Conkling
Chief Executive Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, New Jersey 07102
Re:Rafael Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 22, 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 November 5, 2024,
letter.
Amendment No. 1 to Form S-4 filed November 22, 2024
Questions and Answers About the Transactions and the Special Meetings, page ii
We note your response to prior comment 3 and re-issue the comment in part.  Please
expand your newly created Q&A “ How will the companies operate post-merger ” on
page vii to include disclosure, as mentioned elsewhere, that Rafael intends to focus its
efforts on Trappsol Cyclo as its lead clinical program. Please also briefly explain the
extent to which Rafael will continue to operate or invest in the Pharmaceutical
Companies and their described operations, discussing the potential impact of Rafael's
planned shift in focus to Trappsol Cyclo post-merger on these operations.

 1.

December 11, 2024
Page 2

Risk Factors
We are dependent on certain third-party suppliers, page 26
2.We note your response to prior comment 12. Please explain your assertion that Rafael
and Cyclo are not "involved in the targeted industry" that is the subject of the
BIOSECURE Act. In addition, your response states that you do not sell to any of the
biotechnology companies of concern; however, you have not indicated whether either
company purchases from any of the biotechnology companies of concern. Please
clarify.
Information About the Companies
Rafael Holdings, Inc., page 29
3.We note your disclosure both here and in the Rafael Form 10-K for the fiscal year
ended July 31, 2024, incorporated by reference, that Cornerstone received negative
results from its Avenger 500 Phase 3 study for Devimistat in pancreatic cancer as well
as a recommendation to stop its ARMADA 2000 Phase 3 study due to a determination
that the trial would unlikely achieve its primary endpoint. Please revise your
disclosure to clarify where the Phase 3 study and trial were being conducted, and
which regulatory authority oversaw such determinations.
4.We note your disclosure that LipoMedix has completed various clinical stages of
Promitil including a Phase 1A and 1B trial. Please revise your disclosure to state
where these trials were held. In addition, please provide data from the completed trials
where discussed, including information regarding endpoints and SAEs, to the extent
applicable.
Incorporation of Certain Information by Reference, page 138
5.We note your response to prior comment 7. Please further revise your disclosure
regarding Cyclo's business, incorporated by reference from Cyclo's Form 10-K for the
fiscal year ended December 31, 2023, to remove or revise the below statements
implying safety or efficacy, as the company's product candidates have not yet received
regulatory approval:
•The statement on page 4 of Cyclo’s Form 10-K/A filed November 26, 2024 that
"...to date, [Cyclo's] clinical studies have preliminarily demonstrated that Trappsol
Cyclo is safe and efficacious in the treatment of NPC over a range of dose
groups."
•The statements that Trappsol Cyclo demonstrated a "favorable safety profile" on
pages 5 and 34 of Cyclo’s Form 10-K/A filed November 26, 2024.
You may present objective data from your trials but should not draw conclusions
regarding safety and efficacy, as such determinations are within the sole purview of
the FDA and equivalent foreign regulators.
Please revise your disclosure regarding Rafael's Pharmaceutical Companies, both here
and in the Rafael Form 10-K for the fiscal year ended July 31, 2024, to remove or
revise all statements implying safety and/or efficacy, as the company's product
candidates have not yet received regulatory approval. Examples of such statements 6.

December 11, 2024
Page 3
include, but are not limited to, the following:
•". . . Promi-Fol holds the potential to be a safe and effective therapeutic alternative
to widely used instillation of mitomycin-c for local treatment of the growing
elderly patient population with superficial bladder cancer".
•"Preclinical studies have shown that MMC was effective in killing of BRCA2
mutant tumors. Clinical efficacy of MMC has also been reported in heavily
pretreated ovarian cancer patients with BRCA1 mutations."
•LipoMedix's product candidate holds the potential to be "an innovative, safe, and
effective cancer therapy".
•"In these studies, Promitil was found to be more efficacious and less toxic than
MMC by a 3-fold factor."
•Your references to the "improved safety profile of Promitil in humans".
•Your statements that "CPI-613...holds the potential to be minimally toxic to
healthy cells (i.e., safe and well-tolerated)", "exhibited anti-cancer activities" and
that "prolonged survival was observed".
Safety and efficacy conclusions are within the sole authority of the FDA or equivalent
foreign regulators. You may present the objective data observed in your clinical trials
but should not draw safety and efficacy conclusions based on such results.
7.In the Rafael Form 10-K for the fiscal year ended July 31, 2024, we note your listing
of some of the observed data from the U.S. Phase I Clinical Study of Trappsol Cylco.
Please clarify the material significance of the data point "[a]ll eligible patients
requested continuation of Trappsol ® Cyclo™ administration in the extension protocol
via home infusion."
8.Please amend your disclosure in the Rafael Form 10-K for the fiscal year ended July
31, 2024, to clarify where in the clinical development process Promi-Fol and Promi-
Dox currently are.
9.We note your statements, both in this filing and in Rafael's Form 10-K for the fiscal
year ended July 31, 2024, that Day Three "empowers third-party manufacturers to
reimagine their existing cannabis offerings enabling them to bring to market better,
cleaner, more precise and predictable versions by utilizing Day Three's
pharmaceutical-grade technology and innovation like Unlokt". Please amend your
filing to expand your disclosure regarding this technology, providing details regarding
its application, functionality and use, and provide support for this statement and your
references to such technology as "pharmaceutical-grade". To the extent the company
has received any form of approval or certification of the technology as a basis for
these claims, please describe where appropriate.
10.Please revise your disclosure both here and in the Rafael Form 10-K for the fiscal year
ended July 31, 2024, to provide more detail regarding the operations and product
candidates of Rafael Medical Devices, where appropriate. Your disclosure should
include information regarding the "surgical and procedural devices" the company is
currently developing. To the extent the company has not yet developed any devices
and has no devices in its product portfolio, please revise your disclosure to make clear
that the claims associated with Rafael Medical Devices are aspirational in nature and
are not references to current operations.

December 11, 2024
Page 4
11.Please revise the risk factor contained in Rafael's Form 10-K for the fiscal year ended
July 31, 2024, relating to Israel's war with Hamas to clarify whether the company has
experienced material disruptions to date based on the war and conflicts discussed,
either as a result of employees being called for service or otherwise.
12.Please revise your disclosure in the risk factor entitled " The relationship between
Howard S. Jonas and IDT Corporation, and Genie Energy could conflict with our
stockholders' interests " in Rafael's Form 10-K for the fiscal year ended July 31, 2024,
to provide more detail regarding the conflict of interest with stockholders briefly
noted in this risk factor.
            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 Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Dov Schwell

CORRESP
1
filename1.htm

November 21, 2024

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.

Registration Statement on Form S-4

Filed on October 9, 2024

File No. 333-282558

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 1933, as amended (the “Securities
Act”), Pre-Effective Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-4
filed October 9, 2024 (as amended, the “Registration Statement”).

We are writing to respond
to the comments of the staff of the Commission (the “Staff”) raised in your letter to Rafael dated November
5, 2024. The responses below correspond to the captions and numbers of those comments (which are reproduced below in bold). For your convenience,
a copy of the Amendment is enclosed and has been marked to show changes from the Registration Statement filed October 9, 2024. References
to page numbers in our responses are to page numbers in the amended Registration Statement or the Joint Proxy Statement/Prospectus (the
“Prospectus”) that forms a part thereof. Capitalized terms defined in the Registration Statement and used in this letter but
not otherwise defined herein have the meanings assigned to them in the Registration Statement.

Securities and Exchange Commission

November 21, 2024

Page 2

Form S-4 filed October 9, 2024 General

 1. Please revise both letters to stockholders at the start of the joint proxy statement/prospectus to provide the following information:

 ● Where you state that the Exchange Ratio values each share
of Cyclo Common Stock at $0.95, please also state that this represented an approximately 75% discount to the trading price of Cyclo shares
on August 21, 2024, the day the companies entered into the Merger Agreement.

 ● Disclose the estimated valuation of Cyclo based on the
Exchange Ratio.

 ● State that the Exchange Ratio was initially estimated
to be 0.3112 shares of Rafael Class B Common Stock for each share of Cyclo Common Stock, as you have on pages 75, 106 and 126.

 ● Clarify that post-merger Cyclo stockholders will own approximately
21% of the outstanding Rafael Common Stock but only hold 2.5% of the voting power because each share of Rafael Class B Common Stock is
entitled to only one-tenth (1/10) of a vote per share.

Please also revise the Q&A entitled “What
will Cyclo stockholders receive as consideration in the Merger?” on page iii to include the same.

Response: We have revised
both letters to stockholders and the Q&A entitled “What will Cyclo stockholders receive as consideration in the Merger?”
on page iii accordingly to include the disclosures requested by the Staff.

Questions and Answers About the Transaction
and the Special Meetings, page ii

2.
Please include a Q&A addressing the conflicts of interest presented by Rafael’s substantial ownership of Cyclo prior to entering into
the Merger Agreement and its representation on the Cyclo board of directors. Please also summarize your disclosure regarding interests
of certain persons in the transaction, included in both the Summary and starting on page 70.

Response: We have
added a Q&A entitled “What Interests May Certain Persons be Deemed to Have in the Merger” on page vi of the Prospectus
summarizing the disclosure regarding interests of certain persons in the transaction.

3.
Please include a Q&A regarding how the companies will operate post-merger. In this regard, we note your disclosure elsewhere that
you plan to operate both businesses independently following the completion of the merger, with Cyclo’s business being held in the Surviving
Entity as a wholly owned subsidiary of Rafael, but that Rafael intends to focus its efforts on Trappsol Cyclo as its lead clinical program.

Response: We
have added a Q&A entitled “How will the companies operate post-merger” on page vii of the Prospectus to disclose
how the Surviving Entity and Rafael will operate post-Merger.

Securities and Exchange Commission

November 21, 2024

Page 3

4.
Please clarify, where appropriate, the total percentage of voting shares of each of Rafael and Cyclo covered by binding commitments to
support the Merger so that minority investors clearly understand the committed vote compared to the vote required for approval.

Response: We
have included the requested clarifications on pages 8 and 92 of the Prospectus.

5.
We note you include a risk factor at page 9 disclosing that the tax treatment of the transaction is complex, and that further discussion
of tax consequences is provided at page 107. Please also include a Q&A briefly discussing the tax consequences to Cyclo stockholders,
if any.

Response: We
have added a Q&A entitled “What are the expected federal income tax consequences to Cyclo stockholders?” on page
iv of the Prospectus to briefly discuss the tax consequences to Cyclo stockholders.

Who will serve as the management of Rafael
and the Surviving Entity following the Transactions?, page vi

6.
We note that you have not filed Schedule 3 to the Merger Agreement, which contains a listing of the directors and officers of the First
Surviving Corporation and the Surviving Entity post-merger. Please either file Schedule 3 with your next amendment or replace your references
to Schedule 3 throughout the filing to include the list of named individuals.

Response: We
have included the names of the directors and officers of the surviving entity following the transaction on pages vi, 80 and 88 of the
Prospectus.

Cyclo Therapeutics, Inc., page 1

7.
Please revise your disclosure regarding Cyclo’s business, both here and incorporated by reference from Cyclo’s Form 10-K, to remove or
revise all statements implying safety or efficacy, as the company’s product candidates have not yet received regulatory approval. Examples
of such statements include, but are not limited to, the following:

 ● “...to date, our clinical studies have preliminarily
demonstrated that Trappsol Cyclo is safe and efficacious in the treatment of NPC over a range of dose groups.”

 ● “Preliminary data from Cyclo’s completed clinical
studies suggest that Trappsol Cyclo clears toxic deposits of cholesterol and other lipids from cells, has a consistent pharmacokinetic
profile peripherally, and crosses the blood-brain- barrier in individuals suffering from NPC, and results in neurological and neurocognitive
benefits and other clinical improvements in NPC patients.”

Securities and Exchange Commission

November 21, 2024

Page 4

 ● “The patient also exhibited signs of improvement
with less volatility and shorter latency in word-finding.”

 ● “Initial patient enrollment in the U.S. Phase I study
commenced in September 2017, and in May 2020 Cyclo announced Top Line data showing a favorable safety and tolerability profile for Trappsol
Cyclo in this study.”

 ● “Cyclo announced via press release the publication
of positive data from its Phase 1 clinical trial, which demonstrated promising safety and efficacy results for Trappsol Cyclo in the
treatment of NPC.”

 ● “On June 29, 2023, Cyclo announced the publication
of positive, confirmatory data from its Phase I/II clinical trial, which demonstrated promising safety and efficacy results for Trappsol
Cyclo in the treatment of NPC.”

Safety and efficacy conclusions are within
the sole authority of the FDA or equivalent foreign regulators. Please remove or revise these statements to instead present the objective
data observed in your clinical trials.

Response: All references
to outcome measures around safety and efficacy have been removed from the Prospectus and, where appropriate, have been replaced with the
words “well tolerated.” Disclosure with respect to the preliminary data has also been removed.

8.
We note that Cyclo announced top line data in May 2020 from a Phase I study in the U.S. We also note that Cyclo completed a Phase I/II
study in the United Kingdom, Sweden and Israel under the purview of the EMA, and that in October 2020 the company was notified by the
FDA that it could proceed with a proposed Phase III clinical trial in the U.S. Please revise your disclosure to clarify whether Cyclo
conducted a Phase II study in the U.S. or whether it relied on data obtained from its Phase I/II trial abroad to support the commencement
of the Phase III trial. In the event Cyclo did conduct a Phase II trial in the U.S., please revise the disclosure in relation to clinical
studies to include information regarding the trial, including but not limited to the number of participants, demographic information,
and the resulting data including endpoints and p-values.

Response:
Cyclo did not conduct a Phase II trial in the U.S. and instead relied, with the consent of the FDA, on the data obtained from its Phase
I/II trial outside the U.S. to support the commencement of its Phase III trial in the U.S. The disclosure in the Prospectus on pages 2
and 31 has been revised to include this information.

Prospectus Summary Information about the
Companies Rafael Holdings, Inc., page 1

9.
We note your mention of a license agreement with Farber Partners, LLC on page 1 and elsewhere. Please disclose the material terms of this
agreement and file it as an exhibit pursuant to Item 601(b)(10) of Regulation S-K, or provide an analysis supporting your determination
that the agreement is not material.

Response:
The license agreement with Farber Partners, LLC is not material to Rafael. The licensed property consists of patents and related know-how
in early-stage research and there are no current commercial applications for the intellectual property. No revenue has been generated
and Rafael is not able at this time, to project the potential for generating revenue, or the magnitude of any such revenue. Rafael has
no future funding obligations related to the license or the licensed property.

Securities and Exchange Commission

November 21, 2024

Page 5

Risk Factors

The NYSE may not list the shares of Rafael
Class B Common Stock..., page 12

10.
We note the above entitled risk factor and your disclosure that Cyclo has the option to waive the listing condition under the Merger Agreement.
Please provide your analysis of the application of Rule 13e-3 to the transaction in the event the Rafael Class B Common Stock received
by Cyclo stockholders is not listed on a national securities exchange. See Rule 13e-3(g)(2)(iii) of the Exchange Act.

Response:
Rafael and Cyclo do not intend to close the transaction unless the shares of Rafael’s Class B Common Stock received by the Cyclo
stockholders are listed on the NYSE. In the event such shares are not listed and we proceed to close the transaction, Rafael will comply
with the requirements of Rule 13e-3 and we have included disclosure to such effect on page 13 of the Prospectus.

A small number of our customers account
for a substantial portion of our revenue..., page 26

11.
Please disclose the names of the two major customers that accounted for 72% of Cyclo’s revenue in 2023.

Response: The
disclosure on page 26 of the Prospectus has been amended to provide the names of the two major customers that accounted for 72% of Cyclo’s
revenues in 2023.

We are dependent on certain third-party
suppliers, page 26

12.
We note your disclosure that Cyclo purchases substantially all of its Trappsol products from bulk manufacturers and distributors in the
U.S., Japan, China, and Europe. Please revise your disclosure, to the extent applicable, to discuss the potential impact of the BIOSECURE
Act on Cyclo’s operations.

Response: Cyclo
will not be impacted by the BIOSECURE Act as it does not receive federal funds, is not involved in the targeted industry and does
not sell to any of the five companies on the tentative blacklist. Therefore, no additional disclosure has been added to the Prospectus.

Our failure to meet the continued listing
requirements of the Nasdaq Capital Market..., page 27

13.
Please revise this risk factor discussion to disclose that Cyclo has until April 2, 2025, to regain compliance with the Nasdaq Listing
Rules.

Response: The
risk factor disclosure has been updated on page 27 of the Prospectus to address this comment.

Securities and Exchange Commission

November 21, 2024

Page 6

Information About the Companies Rafael Holdings,
Inc., page 29

14.
Please provide a legal analysis of whether Rafael meets the definition of “investment company” under Section 3(a) of the Investment
Company Act of 1940 (the “1940 Act”). Please include in your analysis all relevant calculations under Section 3(a)(1)(C) on
an unconsolidated basis, identifying each constituent part of the numerator(s) and denominator(s). Please also describe and discuss any
other substantive determinations and/or characterizations of assets that are material to your calculations. Additionally, if Rafael meets
the definition of “investment company” under Section 3(a) of the 1940 Act but relies or intends to rely on an exclusion therefrom
or a relevant exemption, please provide a legal analysis supporting such reliance.

Response:

Legal Background. Section
3(a)(1) of the 1940 Act defines an “investment company” in three ways, as an issuer which: (1) is or holds itself out as being
engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities (an “intentional
investment company” and such definition the “intentional investment company definition”); (2) is engaged or proposes
to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any
such certificate outstanding (a “face-amount certificate company” and such definition the “face-amount certificate company
definition”); and (3) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in
securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s
total assets (exclusive of Government securities and cash items) on an unconsolidated basis (an “inadvertent investment company”
and such definition the “inadvertent investment company definition”).

Rafael’s Business.
As stated in its annual report filed on Form 10-K on November 7, 2024 (the “10-K”), Rafael is a company with interests in
clinical and early-stage pharmaceutical companies, including an investment in (and planned merger with) Cyclo Therapeutics Inc. (“Cyclo”),
a clinical stage biotechnology company dedicated to developing Trappsol® Cyclo™, which is being evaluated in clinical trials
for the potential treatment of Niemann-Pick Disease Type C1, a 95% interest in LipoMedix Pharmaceuticals Ltd (“LipoMedix”),
a clinical stage pharmaceutical company, a 100% interest in Barer Institute Inc. (“Barer”), a wholly-owned preclinical cancer
metabolism research operation, and a majority interest in Cornerstone Pharmaceuticals, Inc. (“Cornerstone”), formerly known
as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company. As also noted in the 10-K, Rafael also holds a majority
interest in Rafael Medical Devices, LLC (“Rafael Medical Devices”), an orthopedic-focused medical device company developing
instruments to advance minimally invasive surgeries, and a majority interest in Day Three Labs, Inc. (“Day Three”), a company
which empowers third-party manufacturers to reimagine their existing cannabis offerings enabling them to bring to market better, cleaner,
more precise and predictable versions by utilizing Day Three’s pharmaceutical-grade technology and innovation. Finally, historically
Rafael has owned and continues to own real estate assets through wholly- and majority-owne

November 5, 2024
William Conkling
Chief Executive Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, New Jersey 07102
Re:Rafael Holdings, Inc.
Registration Statement on Form S-4
Filed October 9, 2024
File No. 333-282558
Dear William Conkling:
            We have reviewed your 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.
Form S-4 filed October 9, 2024
General
Please revise both letters to stockholders at the start of the joint proxy
statement/prospectus to provide the following information:
•Where you state that the Exchange Ratio values each share of Cyclo Common
Stock at $0.95, please also state that this represented an approximately
75% discount to the trading price of Cyclo shares on August 21, 2024, the day the
companies entered into the Merger Agreement.
•Disclose the estimated valuation of Cyclo based on the Exchange Ratio.
•State that the Exchange Ratio was initially estimated to be 0.3112 shares of Rafael
Class B Common Stock for each share of Cyclo Common Stock, as you have on
pages 75, 106 and 126.
Clarify that post-merger Cyclo stockholders will own approximately 21% of the
outstanding Rafael Common Stock but only hold 2.5% of the voting power •1.

November 5, 2024
Page 2
because each share of Rafael Class B Common Stock is entitled to only one-tenth
(1/10) of a vote per share.
Please also revise the Q&A entitled "What will Cyclo stockholders receive as
consideration in the Merger?" on page iii to include the same.
Questions and Answers About the Transaction and the Special Meetings, page ii
2.Please include a Q&A addressing the conflicts of interest presented by Rafael's
substantial ownership of Cyclo prior to entering into the Merger Agreement and its
representation on the Cyclo board of directors. Please also summarize your disclosure
regarding interests of certain persons in the transaction, included in both the Summary
and starting on page 70.
3.Please include a Q&A regarding how the companies will operate post-merger. In this
regard, we note your disclosure elsewhere that you plan to operate both businesses
independently following the completion of the merger, with Cyclo's business being
held in the Surviving Entity as a wholly owned subsidiary of Rafael, but that Rafael
intends to focus its efforts on Trappsol Cyclo as its lead clinical program.
4.Please clarify, where appropriate, the total percentage of voting shares of each of
Rafael and Cyclo covered by binding commitments to support the Merger so that
minority investors clearly understand the committed vote compared to the vote
required for approval.
5.We note you include a risk factor at page 9 disclosing that the tax treatment of the
transaction is complex, and that further discussion of tax consequences is provided at
page 107. Please also include a Q&A briefly discussing the tax consequences to Cyclo
stockholders, if any.
Who will serve as the management of Rafael and the Surviving Entity following the
Transactions?, page vi
6.We note that you have not filed Schedule 3 to the Merger Agreement, which contains
a listing of the directors and officers of the First Surviving Corporation and the
Surviving Entity post-merger. Please either file Schedule 3 with your next amendment
or replace your references to Schedule 3 throughout the filing to include the list of
named individuals.
Cyclo Therapeutics, Inc., page 1
Please revise your disclosure regarding Cyclo's business, both here and incorporated
by reference from Cyclo's Form 10-K, to remove or revise all statements implying
safety or efficacy, as the company's product candidates have not yet received
regulatory approval. Examples of such statements include, but are not limited to, the
following:
•"...to date, our clinical studies have preliminarily demonstrated that Trappsol
Cyclo is safe and efficacious in the treatment of NPC over a range of dose
groups."
"Preliminary data from Cyclo's completed clinical studies suggest that Trappsol
Cyclo clears toxic deposits of cholesterol and other lipids from cells, has a •7.

November 5, 2024
Page 3
consistent pharamocokinetic profile peripherally, and crosses the blood-brain-
barrier in individuals suffering from NPC, and results in neurological and
neurocognitive benefits and other clinical improvements in NPC patients."
•"The patient also exhibited signs of improvement with less volatility and shorter
latency in word-finding."
•"Initial patient enrollment in the U.S. Phase I study commenced in
September 2017, and in May 2020 Cyclo announced Top Line data showing a
favorable safety and tolerability profile for Trappsol Cyclo in this study."
•"Cyclo announced via press release the publication of positive data from its
Phase 1 clinical trial, which demonstrated promising safety and efficacy results
for Trappsol Cyclo in the treatment of NPC."
•"On June 29, 2023, Cyclo announced the publication of positive, confirmatory
data from its Phase I/II clinical trial, which demonstrated promising safety and
efficacy results for Trappsol Cyclo in the treatment of NPC."
Safety and efficacy conclusions are within the sole authority of the FDA or equivalent
foreign regulators. Please remove or revise these statements to instead present the
objective data observed in your clinical trials.
8.We note that Cyclo announced top line data in May 2020 from a Phase I study in the
U.S. We also note that Cyclo completed a Phase I/II study in the United Kingdom,
Sweden and Israel under the purview of the EMA, and that in October 2020 the
company was notified by the FDA that it could proceed with a proposed Phase III
clinical trial in the U.S. Please revise your disclosure to clarify whether Cyclo
conducted a Phase II study in the U.S. or whether it relied on data obtained from its
Phase I/II trial abroad to support the commencement of the Phase III trial. In the event
Cyclo did conduct a Phase II trial in the U.S., please revise the disclosure in relation
to clinical studies to include information regarding the trial, including but not limited
to the number of participants, demographic information, and the resulting data
including endpoints and p-values.
Prospectus Summary
Information about the Companies
Rafael Holdings, Inc., page 1
9.We note your mention of a license agreement with Farber Partners, LLC on page 1
and elsewhere. Please disclose the material terms of this agreement and file it as an
exhibit pursuant to Item 601(b)(10) of Regulation S-K, or provide an analysis
supporting your determination that the agreement is not material.
Risk Factors
The NYSE may not list the shares of Rafael Class B Common Stock..., page 12
10.We note the above entitled risk factor and your disclosure that Cyclo has the option to
waive the listing condition under the Merger Agreement. Please provide your analysis
of the application of Rule 13e-3 to the transaction in the event the Rafael Class B
Common Stock received by Cyclo stockholders is not listed on a national securities
exchange. See Rule 13e-3(g)(2)(iii) of the Exchange Act.

November 5, 2024
Page 4
A small number of our customers account for a substantial portion of our revenue..., page 26
11.Please disclose the names of the two major customers that accounted for 72% of
Cyclo's revenue in 2023.
We are dependent on certain third-party suppliers, page 26
12.We note your disclosure that Cyclo purchases substantially all of its Trappsol products
from bulk manufacturers and distributors in the U.S., Japan, China, and
Europe. Please revise your disclosure, to the extent applicable, to discuss the potential
impact of the BIOSECURE Act on Cyclo's operations.
Our failure to meet the continued listing requirements of the Nasdaq Capital Market..., page
27
13.Please revise this risk factor discussion to disclose that Cyclo has until April 2, 2025,
to regain compliance with the Nasdaq Listing Rules.
Information About the Companies
Rafael Holdings, Inc., page 29
14.Please provide a legal analysis of whether Rafael meets the definition of “investment
company” under Section 3(a) of the Investment Company Act of 1940 (the “1940
Act”). Please include in your analysis all relevant calculations under
Section 3(a)(1)(C) on an unconsolidated basis, identifying each constituent part of the
numerator(s) and denominator(s). Please also describe and discuss any other
substantive determinations and/or characterizations of assets that are material to your
calculations. Additionally, if Rafael meets the definition of “investment company”
under Section 3(a) of the 1940 Act but relies or intends to rely on an exclusion
therefrom or a relevant exemption, please provide a legal analysis supporting such
reliance.
Background of the Merger, page 46
15.You state that in April 2023, "through a business associate of a member of
management of Cyclo, Rafael was put in contact with the Cyclo management team.
On May 2, 2023, Rafael entered into a Securities Purchase Agreement with Cyclo."
Please disclose the name of the business associate and whether they will be a member
of the combined company's management team upon completion of the merger.
16.Please revise this section to provide more detail regarding the negotiation of the terms
of the transaction between Rafael and Cyclo, including details of the "economics of
Rafael's Merger proposals", "the key economic terms of Rafael's Merger proposal",
exchanged term sheets and drafts of the Merger Agreement. In this regard we note
mentions of the terms starting on page 53 with no information regarding revisions to
such terms after negotiations or discussions between the parties and their
representatives.
Opinion of Financial Advisor to the Cyclo Special Committee, page 62
We note that the consent of Casset Salpeter & Co., LLC ("CS") filed as Exhibit 99.6
states that the "foregoing consent applies only to the Registration Statement being 17.

November 5, 2024
Page 5
filed with the Securities and Exchange Commission today and not to any amendments
or supplements to the Registration Statement, and our opinion is not to be filed with,
included in or referred to in whole or in part in any other registration statement
(including any amendments to the above-mentioned Registration Statement), proxy
statement or any other document, except in accordance with our prior written
consent." Please include disclosure in the registration statement that CS consents to
the use of the opinion for purposes of the registration statement and file an updated
consent with each amendment to the registration statement, or remove the language
indicating that such consent may not be used in relation to amendments.
18.We note that for purposes of CS's analyses and opinions, CS, at the Cyclo Special
Committee's direction, assumed that the Exchange Ratio would be 0.3179x.
Elsewhere you disclose that the Exchange Ratio was initially estimated to be 0.3112.
Please revise your disclosure to explain this discrepancy.
19.We note your disclosure that, in arriving at its fairness opinion, CS reviewed financial
projections with respect to the future financial performance of Cyclo for the years
ending December 31, 2024, through December 31, 2036, prepared by management of
Cyclo and other internal financial information furnished to CS by or on behalf of
Cyclo. Please disclose the financial projections and other financial information
furnished to CS and discuss the bases for and methods used to arrive at the fairness
determination. See Item 4(b) of Part I of Form S-4 and Item 1015(b)(6) of Regulation
M-A.
Interests of Certain Persons in the Transaction, page 70
20.Please include the percentage of shares of Cyclo common stock and vested options
held by William Conkling in addition to including the number of shares and options
on pages 70 and 71.
Existing Cyclo Executive Employment Agreements, page 71
21.Please expand your disclosure that the "Surviving Entity shall have entered into
written employment agreements with each of the executive officers of Cyclo and
certain other persons on the same or better terms as those contained in their current
employment agreements with Cyclo" to provide details on how these agreements will
be improved. Please also file these employment agreements as exhibits.
Incorporation of Certain Information by Reference, page 137
22.We note that Rafael filed a Form NT 10-K on October 30, 2024, indicating that it
plans to file its Form 10-K for the fiscal year ended July 31, 2024, on or before the
fifteenth calendar day following the prescribed due date. We also note that the Form
S-4 will forward incorporate by reference this Form 10-K based on the language
included on page 138. Please note that we may have comments on the disclosure
contained in the Form 10-K once filed.
23.Please note that certain comments on Cyclo's Form 10-K for the year ended December
31, 2023, are both included herein and will be issued under separate cover. In the
event the registration statement is not declared effective, these comments should be
addressed in the Form 10-K itself.

November 5, 2024
Page 6
24.We note the statement contained in Cyclo's Form 10-K that has been incorporated by
reference into the registration statement that Cyclo believes there is a perceived
barrier to entry into the cyclodextrin industry because of the lack of general
experience with cyclodextrins. Please reconcile this statement with the disclosure on
page 19 of the Form 10-K that "[i]n Japan, at least twelve pharmaceutical preparations
are now marketed which contain cyclodextrins; there are also multiple products in
Europe and the United States."
25.In relation to the Management's Discussion and Analysis of Financial Condition and
Results of Operations for the year ended December 31, 2023, compared to the year
ended December 31, 2022, contained in Cyclo's Form 10-K, please expand your
disclosure to discuss the reasons why your revenue from the sales of Trappsol HPB
and other Trappsol products decreased 24% and 18%, respectively, from fiscal year
2022 to fiscal year 2023.
Exhibits
26.We note the consent from WithumSmith+Brown states that it consents to the
incorporation by reference in your Registration Statement on Form S-4 of its report
dated March 17, 2024 relating to the consolidated financial statements of Cyclo
Therapeutics, Inc., as of and for the year ended December 31, 2023. However, the
audit report dated March 17, 2024 relates to the consolidated financial statements of
Cyclo Therapeutics, Inc. as of and for the two years ended December 31, 2023 and
2022. Please obtain a revised consent from WithumSmith+Brown, and include it with
the next amendment to your filing.
            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 action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 Tamika Sheppard at 202-551-8346 or Laura Crotty at 202-551-7614
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Dov Schwell

CORRESP
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March 3, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Rafael Holdings, Inc.

Registration Statement on Form S-3

File No. 333-262754

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-262754) (the “Registration Statement”),
so that it may become effective at 9:00 a.m. Eastern time on March 7, 2022, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

    (a)
    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (b)
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    (c)
    the Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ Patrick Fabbio

    Patrick Fabbio

    Chief Financial Officer

    Rafael Holdings, Inc.

United States securities and exchange commission logo
February 22, 2022
William Conkling
Chief Executive Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, NJ 07102
Re:Rafael Holdings, Inc.
Registration Statement on Form S-3
Filed February 15, 2022
File No. 333-262754
Dear Mr. Conkling:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Dov T. Schwell, Esq.

CORRESP
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    June 16, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Rafael Holdings, Inc.

Registration Statement on Form S-3

File No. 333-256865

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-256865) (the “Registration Statement”),
so that it may become effective at 4:00 p.m. Eastern time on June 18, 2021, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

    (a)
    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (b)
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    (c)
    the Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ David Polinsky

    David Polinsky

    Chief Financial Officer

    Rafael Holdings, Inc.

United States securities and exchange commission logo
June 10, 2021
David Polinsky
Chief Financial Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, NJ 07102
Re:Rafael Holdings, Inc.
Registration Statement on Form S-3
June 7, 2021
File No. 333-256865
Dear Mr. Polinsky:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 action by the staff.
            Please contact Austin Appleby at 202-551-2374 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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June 3, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Rafael Holdings, Inc.

Registration Statement on Form S-3

File No. 333-256565

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-256565) (the “Registration Statement”),
so that it may become effective at 4:00 p.m. Eastern time on June 7, 2021, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

    (a)
    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (b)
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    (c)
    the Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ David Polinsky

    David Polinsky

    Chief Financial Officer

    Rafael Holdings, Inc.

United States securities and exchange commission logo
June 2, 2021
David Polinsky
Chief Financial Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, NJ 07102
Re:Rafael Holdings, Inc.
Registration Statement on Form S-3
Filed May 27, 2021
File No. 333-256565
Dear Mr. Polinsky:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 action by the staff.
            Please contact Austin Appleby at 202-551-2374 or Pam Howell at 202-551-3357 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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March 19, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Rafael Holdings, Inc.

Registration Statement on Form S-3

File No. 333-253455

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Rafael Holdings, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-253455) (the “Registration
Statement”), so that it may become effective at 4:00 p.m. Eastern time on March 23, 2021, or as soon thereafter
as practicable.

The Registrant hereby acknowledges that:

    (a)
    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (b)
    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    (c)
    the Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    /s/ David Polinsky

    David Polinsky

    Chief Financial Officer

    Rafael Holdings, Inc.

United States securities and exchange commission logo
March 3, 2021
Howard Jonas
Chief Executive Officer
Rafael Holdings, Inc.
520 Broad Street
Newark, NJ 07102
Re:Rafael Holdings, Inc.
Form S-3
Filed February 24, 2021
File No. 333-253455
Dear Mr. Jonas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Dov T. Schwell, Esq.

Mail Stop 3233

March 1, 2018

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 completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

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

CORRESP
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February 20, 2018

VIA EDGAR AND ELECTRONIC MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3233

Washington, D.C. 20549

Attention:  Jennifer Gowetski

    Senior Counsel

    Office of Real Estate
and Commodities

Re: Rafael Holdings, Inc.

Registration Statement on Form 10-12G

Filed on October 31, 2017

File No. 000-55863

Dear Ms. Gowetski:

Rafael Holdings, Inc.,
a Delaware corporation (the “Company” or “we”), has today filed with the Securities
and Exchange Commission (the “Commission”), pursuant to the requirements of the Securities Exchange Act
of 1934 (the “Exchange Act”), as amended, Post-Effective Amendment No. 2 (the “Amendment”)
to its Registration Statement on Form 10 originally filed October 31, 2017 as amended by Pre-Effective Amendment No. 1 filed on
December 26, 2017, and Post-Effective Amendment No. 1 filed on February 1, 2018 (as so amended, the “Registration Statement”).

We are writing to respond
to the comments raised in your letter to the Company dated February 15, 2018. The responses below correspond to the captions and
numbers of those comments (which are reproduced below in bold). For your convenience, a copy of the Amendment is enclosed and has
been marked to show changes from the Registration Statement filed February 1, 2018. References to page numbers in our responses
are to page numbers in the revised Information Statement attached to the Amendment as Exhibit 99.1 (the “Information
Statement”). Capitalized terms defined in the Registration Statement or Information Statement and used in this letter
but not otherwise defined herein have the meanings assigned to them in the Registration Statement or Information Statement, as
applicable.

Securities and Exchange Commission

February 20, 2018

Page 2

Questions and Answers About
the Spin-Off, page 1

1.       We
note your revised disclosure that, prior to the spin-off, IDT will transfer cash, cash equivalents, marketable securities and/or
investments in hedge funds as well as your disclosure on page 46 regarding your intention to hold a portion of your assets in marketable
securities and hedge funds. Please revise to clarify what portion of your assets you intend to hold in marketable securities and
hedge funds. In addition, please revise to clarify the portion of the initial transfer that will be cash or cash equivalents and
more specifically describe the investments in hedge funds, including whether such investments are liquid.

Response: We currently
expect that, upon the consummation of the spin-off, in addition to our real estate holdings and investments in Rafael Pharmaceuticals
and /Lipomedix, we will hold approximately $44 million in cash, cash equivalents and liquid marketable securities and approximately
$4.0 million in interests in hedge funds. Additionally, IDT will transfer to us approximately $2.0 million in securities in another
entity that are not liquid.

IDT exchanges, cash and
cash equivalents into marketable securities and marketable securities into cash and cash equivalents on a frequent basis in performance
of our treasury and cash management functions in the ordinary course of business. Thus, the actual breakdown among these liquid
assets will be made immediately before the spin-off based on the actual positions held by IDT at that time. We have revised the
disclosure throughout the Information Statement to reflect that the marketable securities referred to in the relevant language
are liquid.

We will have the right to
demand redemption of all of the interests in hedge funds, subject to customary restrictions in the discretion of the managers of
those funds. Redemption requests can generally be made on 90 days’ prior notice and the redemption should be made within
30-60 days thereafter, subject to the managers’ right (i) to retain amounts to fund reserves for expenses and contingencies,
and (ii) to suspend redemptions during certain extraordinary events.

The holding of securities
in another entity will not be liquid on the date of the spin-off.

We have revised the disclosure
in the Questions and Answers About the Spin-Off, Executive Summary and Unaudited Pro Forma Condensed Combined Financial Data sections
of the Information Statement to reflect the proportion of those interests and the other clarifications referenced above. We have
also revised the disclosure in the Risk Factors and Management’s Discussion and Analysis sections of the Information Statement
to describe the lack of liquidity in the specified investments.

Securities and Exchange Commission

February 20, 2018

Page 3

Executive Compensation,
page 65

2.        We
note your disclosure that Mr. Polinsky “will receive a grant of 8,000 restricted shares of Class B common stock” and
“upon the spin-off, Mr. Ash will be granted restricted shares of Class B common stock representing 0.5% of the issued and
outstanding shares of the Company” as compensation upon the spin off. We also note your disclosure in the cover letter that
the spin-off will be pro rata. Please tell us how these disclosures are consistent and provide us your analysis as to how this
transaction will be exempt from registration under the Securities Act and whether the transaction constitutes a sale or disposition
for value under Section 2(a)(3).

Response: The disclosed
anticipated grants to Messrs. Ash and Polinsky are customary incentive equity grants compensatory in nature and, if made, will
be effectuated pursuant to our 2018 Equity Incentive Plan (the “Plan”). The grants have been discussed between management
of IDT and Messrs. Ash and Polinsky and we anticipate that management will recommend to the Compensation Committee of our Board
of Directors following the spin-off (which will consist entirely of independent directors) that such grants be made. The Compensation
Committee will consider the grants in the exercise of its duties and make a determination whether to effectuate the grants. We
have clarified the disclosure of the anticipated grants on page 65 of the Information Statement.

The distribution that effects the
spin-off will be pro rata to IDT stockholders as of the record date. If our Compensation Committee determines to make the grants,
it will be in the ordinary course and within customary ranges for grants to senior executives of companies such as the Company.
The number of shares of Class B common stock to be reserved for issuance pursuant to grants under the Plan has been disclosed,
and these grants, if made, will be from that pool.

We anticipate filing, very shortly
after consummation of the spin-off, a registration statement on Form S-8 registering the issuance of the shares to be issued pursuant
to grants made under the Plan. That registration statement will cover the referenced grants if made.

We do not believe that the contemplated
grants impact the pro rata nature of the distribution that effectuates the spin-off, as they are customary incentive compensatory
grants and do not represent a material portion of the Company’s outstanding capital stock. Accordingly, we do not believe
that the referenced grants impact the analysis of the spin-off’s exemption from registration in accordance with the guidance
of Staff Legal Bulletin No. 4 that was provided in our prior response to the Staff’s comments.

Securities and Exchange Commission

February 20, 2018

Page 4

    Sincerely,

    /s/ David Polinsky

    David Polinsky
Chief Financial Officer

Cc:  Jorge Bonilla

    Shannon Sobotka

    Kasey Robinson

Mail Stop 3233

February 15 , 2018

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

Re: Rafael Holdings, Inc.
 Post-Effective Amendment No. 1 to Form 10-12G
Filed February 1 , 201 8
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 response.

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

Questions and Answers About the Spin -Off, page 1

1. We note your revised disclosure that , prior to the spin -off, IDT will transfer cash, cash
equivalents, marketable securities and/or investments in hedge funds  as well as your
disclosure on page 46 regarding your intent ion to hold a portion of your assets in
marketable securities and hedge funds .  Please revise to clarify what portion of your
assets you intend to hold in marketable securities and hedge funds.  In addition, please
revise to clarify the portion of the initial transfer that will be cash or cash equivalents and
more specifically describe the investments in hedge funds, including whether such
investments are liquid.

Mr. Menachem Ash
Rafael Holdings, Inc.
February 15 , 2018
Page 2

 Executive Compensation, page 65

2. We note your disclosure that Mr. Polinsky  “will receive a grant of 8,000 restricted shares
of Class B common stock ” and “ upon the spin -off, Mr. Ash will be granted restricted
shares of Class B common stock representing 0.5% of the issued and outstanding shares
of the Company”  as compensation upon the spin off.   We also note your disclosure in the
cover letter that the spin -off will be pro rata.  Please tell us how the se disclosures are
consistent and provide us your analysis as to how this transaction will be exempt from
registration under the Securities Act and whether the transaction constitutes a sale or
disposition for value under Section 2(a)(3).

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
action by the staff.

You may contact Jorge Bonilla, Staff Account ant, at (202) 551 -3414 or Shannon
Sobotka, Staff Accountant, at (202) 551 -3856 if you have questions regarding comments on the
financial statements and related matters. Please contact Joshua Lobert , Staff Attorney, at (202)
(202) 551 -7150  or me at (202) 55 1-3401 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

CORRESP
1
filename1.htm

February 1, 2018

VIA EDGAR AND ELECTRONIC
MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3233

Washington, D.C. 20549

Attention:            Jennifer Gowetski

Senior Counsel

Office of Real
Estate and Commodities

Re: Rafael Holdings, Inc.

Registration Statement on Form
10-12G

Filed on October 31, 2017

File No. 000-55863

Dear Ms. Gowetski:

Rafael Holdings, Inc.,
a Delaware corporation (the “Company” or “we”), has today filed with the Securities
and Exchange Commission (the “Commission”), pursuant to the requirements of the Securities Exchange Act
of 1934 (the “Exchange Act”), as amended, Post-Effective Amendment No. 1 (the “Amendment”)
to its Registration Statement on Form 10 originally filed October 31, 2017 as amended by Pre-Effective Amendment No. 1 filed on
December 26, 2017, (as so amended, the “Registration Statement”).

We are writing to respond
to the comments raised in your letter to the Company dated January 18, 2017. The responses below correspond to the captions and
numbers of those comments (which are reproduced below in bold). For your convenience, a copy of the Amendment is enclosed and has
been marked to show changes from the Registration Statement filed December 26, 2017. References to page numbers in our responses
are to page numbers in the revised Information Statement attached to the Amendment as Exhibit 99.1 (the “Information
Statement”). Capitalized terms defined in the Registration Statement or Information Statement and used in this letter
but not otherwise defined herein have the meanings assigned to them in the Registration Statement or Information Statement, as
applicable.

Securities and Exchange Commission

February 1, 2018

Page 2

Unaudited Pro Forma Condensed Combined
Financial Data

Pro Forma Condensed Combined Statements
of Comprehensive Income for the three months ended October 31, 2017, page 34

1.            Please
tell us and revise to disclose your basis for eliminating the non-cash compensation expense relating compensatory arrangement with
Howard S. Jonas (Adjustment D) and the provision for income taxes relating to the valuation allowance for deferred tax asset (Adjustment
F).

Response: We have
revised the disclosure in the Pro Forma Condensed Combined Statements of Comprehensive Income for the three months ended October
31, 2017 on page 34 in the Information Statement to remove the elimination of the non-cash compensation expense relating to a
compensatory arrangement with Howard S. Jonas (previously, Adjustment D) and the provision for income taxes relating to the valuation
allowance for deferred tax assets (previously, Adjustment F).

2.            We
note your response to comment 8. Please revise note (A) on page 35 to identify the controlled entity of which you are a 45% owner
consistent with your response.

Response:
As noted in our response (the “Prior Response”), dated December 26, 2017, to comment 8 in your letter dated November
28, 2017 (the “Initial Comment Letter”), on May 31, 2016, IDT transferred the entirety of its rights in and
related to Rafael Pharmaceuticals, Inc. (its 50% investment in CS Pharma Holdings LLC, and its separately held warrants, contingent
right to receive Bonus Shares, and other contractual rights) to IDT-Rafael Holdings, LLC (“Holdings”), which was then
a wholly owned subsidiary of IDT. In March 2017, IDT sold 10% of its interest in Holdings to Howard S. Jonas for $1.0 million,
which was 10% of IDT’s cost basis for its investment in Holdings. Given Holdings’ 50% interest in CS Pharma, this
sale reduced IDT’s “effective” ownership interest in CS Pharma from 50% to 45%. We have revised the disclosure
in note (A) to the Pro Forma Condensed Combined Statements of Comprehensive Income for the
three months ended October 31, 2017 on page 36 in the Information Statement to clarify the changes in, and ultimate ownership
of, the relevant entities.

3.            Your
response to comment 8 indicates that you sold 10% of IDT-Rafael Holdings, LLC to Howard S. Jonas while the disclosure in the first
paragraph on page F-14 indicates Mr. Jonas purchased 10% of the Company’s direct and indirect interest and rights in Rafael
Pharmaceuticals. Please revise to clarify this apparent inconsistency.

Response: We have revised
the disclosure on page F-14 of the Information Statement to clarify the changes in and ultimate ownership of the relevant entities,
consistent with our response to comment 2 above.

Securities and Exchange Commission

February 1, 2018

Page 3

4.            Also,
please revise the fifth paragraph on page F-14 to clarify that your current ownership interest in CS Pharma Holdings, LLC is 45%
as indicated in your response to comment 8.

Response: We have revised
the disclosure on page F-14 of the Information Statement to clarify the changes in and ultimate ownership of the relevant entities
consistent with our response to comment2 above.

Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 37

5.            We
note your response to comment 10. Please revise to provide the information noted in the response. In addition, please revise to
quantify the percentage of your revenues from related parties and clarify, if true, that the related party revenues have significantly
decreased due to the amendments to the related party leases as of August 1, 2017. Finally, please also revise the risk factor on
page 8 to clarify, if true, the percentage of related party revenue has decreased primarily as a result of decrease in related
party revenue.

Response: We have revised
the disclosure in Management’s Discussion and Analysis on page 37 of the Information Statement to provide the information
noted in our response to Comment 10 in the Initial Comment Letter and revised the disclosure on page 37 of the Information Statement
to quantify the percentage of our revenues from related parties and clarify that the related party revenues have significantly
decreased due to the amendments to the related party leases as of August 1, 2017. Additionally, we have revised the risk factor
disclosure as requested by the staff, which appears on page 8 of the Information Statement.

Financial statements for
the fiscal year ended July 31, 2017 Note 2 - Fair Value Measurements, page F-12

6.            We
note your response to comment 20. Please revise to disclose the Option Pricing Model and inputs used in the fair value measurement
of your investment in Rafael Pharmaceuticals. Refer to ASC 820-10-50-2bbb.

Response: We have revised
the disclosure on page F-12 of the Information Statement in accordance with your comment.

Note 5 – Investments,
page F-13

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

7.            We
note your response to comment 19. We note that the sale of interest and rights in Rafael Pharma to Howard S. Jonas was effected
through a sale of 10% of your ownership of IDT-Rafael Holdings, LLC. Please revise the description of this transaction in the Combined
Statements of Members’ Equity consistent with your response.

Response: We have revised
the disclosure on page F-14 of the Information Statement to clarify the changes in and ultimate ownership of the relevant entities
consistent with our response to comment 2 above.

Securities and Exchange Commission

February 1, 2018

Page 4

Lipomedix, page F-14

8.            We
note your disclosure on page F-15 that on November 16, 2017 you exercised your option to purchase additional shares in Lipomedix,
which increased your ownership of this entity to 50.6%. We also note that the accountant’s report is dated October 23, 2017.
Please revise as appropriate to clarify whether the above disclosure relating to Lipomedix was audited by your accountants.

Response: We have removed
the reference on page F-15 in the Information Statement and reinstated the reference to the options to purchase an additional
$900,000 in shares, which expired on the earliest of (1) a merger or acquisition transaction, (2) an initial public offering, and
(3) November 30, 2017.

9.            With
respect to the acquisition of control of Lipomedix, please tell us how you considered the requirements of Rule 8-04 and 8-05 of
Regulation S-X.

Response: We considered
the requirements of Rule 8-04 and 8-05 of Regulation S-X in determining the need for filing audited financial statements and providing
pro forma financial information related to the acquisition of control of Lipomedix. We performed the Investment Test, the Asset
Test and the Income Test, and as none of the results of these tests exceed 20%, we determined that neither audited financial statements
of Lipomedix, nor pro forma financial statements of the Company showing the impact of the acquisition of a controlling position
in Lipomedix were required.

Note 6 - Income Taxes, page
F-15

10.          We
note your response to comment 26. We reissue our prior comment in part. As previously requested, please revise your disclosure
on page F-15 to reconcile the amounts relating to income (loss) before income taxes and income tax expense with the Combined Statements
of Comprehensive Income (Loss). Also revise your disclosure that net deferred tax assets are included in “Other current assets”
to clarify that deferred tax assets are included in noncurrent assets.

Response: We have revised
the disclosure on page F-15 of the Information Statement in accordance with your comment.

Securities and Exchange Commission

February 1, 2018

Page 5

Note 9 - Future Minimum Rents,
page F-17

11.          It
appears that column totals for Related Parties and Other are incorrect. Please revise as appropriate.

Response: We have revised
the disclosure on page F-17 of the Information Statement in accordance with your comment.

Financial statements for
the period ended October 31, 2017

Note 3 - Establishment of
Valuation Allowance for Deferred Tax Asset, page F-23

12.          We
note that you recorded a reserve for your deferred tax asset as of October 31, 2017 due to the reduction in future revenues resulting
from the amendments to related party leases effective August 1, 2017. Please tell us why this reserve was not established as of
July 31, 2017 and whether the information relating to the amendments to related party leases was available as of such date. It
appears that this information was available before the fiscal year financial statements were issued or available to be issued.

Response: While the
effective date of the amendments to the related party leases was August 1, 2017, negotiation of the terms for the amendments to
the related party leases did not commence until November 2017, with the amendments ultimately being signed on December 26, 2017.
As the amended terms were not available before the financial statements as of and for the year ended July 31, 2017 were issued
or available to be issued, the reserve for our deferred tax asset was not recorded until the period ended October 31, 2017.

    Sincerely,

    /s/ David Polinsky

    David Polinsky

    Chief Financial Officer

    Cc:
    Jorge Bonilla

    Shannon Sobotka

    Kasey Robinson

Mail Stop 3233

January 18, 2018

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

Re: Rafael Holdings, Inc.
 Amendment No. 1 to Form 10-12G
Filed December 26, 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 response.

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

Unaudited Pro Forma Condensed Combined Financial Data

Pro Forma Condensed Combined Statements of Comprehensive Income for the three months
ended October 31, 2017, page 34

 Please tell us and revise to disclose your basis for eliminating the non -cash compensation 1.
expense relating compensatory arrangement with Howard S. Jonas (Adjustment D) and
the provision for income taxes relating to the valuation allowance for deferred ta x asset
(Adjustment F).

 We note your response to comment 8. Please revise note (A) on page 35 to identify the 2.
controlled entity of which you are a 45% owner consistent with your response.

Mr. Menachem Ash
Rafael Holdings, Inc.
January 18, 2018
Page 2

  Your response to comment 8 indicates that you sold 10% of IDT-Rafa el Holdings, LLC 3.
to Howard S. Jonas while the disclosure in the first paragraph on page F -14 indicates Mr.
Jonas purchased 10% of the Company’s direct and indirect interest and rights in Rafael
Pharmaceuticals. Please revise to clarify this apparent incons istency.

 Also, please revise the fifth paragraph on page F -14 to clarify that your current ownership 4.
interest in CS Pharma Holdings, LLC is 45% as indicated in your response to comment 8.

Management ’s Discussion and Analysis of Financial Condition and Results of Operations, page
37

 We note your response to comment 10.  Please revise to provide the information noted in 5.
the response. In addition, please revise to quantify the percentage  of your revenues from
related part ies and clarify, if true , that the related party revenues have significantly
decreased due to the amendments to the related party lease s as of August 1, 2017.
Finally, please also revise the risk factor on page 8 to clarify, if true, the percentage of
related party revenue has decreased primarily  as a result of decrease in related party
revenue .

Financial statements for the fiscal year ended July 31, 2017

Note  2 - Fair Value Measurements, page F -12

 We note your response to comment 20. Please revise to disclose the Option Pricing 6.
Model and inputs used in the fair value measurement of your investment in Rafael
Pharmaceuticals. Refer to ASC 820 -10-50-2bbb.

Note  5 – Investments, page F -13

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

 We note your response to comment 19. We note that the sale of interest and rights in 7.
Rafael Pharma to Howard S. Jonas was effected through a sale of 10% of you r ownership
of IDT -Rafael Holdings, LLC. Please revise the description of this transaction in the
Combined Statements of Members’ Equity consistent with your response.

Lipomedix, page F -14

 We note your disclosure on page F -15 that on November 16, 2017 you exercised your 8.
option to purchase additional shares in Lipomedix, which increased your ownership of
this entity to 50.6%.  We also note that the accountant’s report is dated October 23, 201 7.
Please revise as appropriate to clarify whether the above disclosure relating to Lipomedix
was audited by your accountants.

Mr. Menachem Ash
Rafael Holdings, Inc.
January 18, 2018
Page 3

  With respect to the acquisition of control of Lipomedix, please tell us how you 9.
considered the requirements of Rule 8 -04 and 8 -05 of Regulation S -X.

Note 6 - Income Taxes, page F -15

 We note your response to comment 26. We reissue our prior comment in part. As 10.
previously requested, please revise your disclosure on page F -15 to reconcile the amounts
relating to income (loss) before  income taxes and income tax expense with the Combined
Statements of Comprehensive Income (Loss). Also revise your disclosure that net
deferred tax assets are included in “Other current assets” to clarify that deferred tax assets
are included in noncurrent  assets.

Note 9 - Future Minimum Rents, page F -17

 It appears that column totals for Related Parties and Other are incorrect. Please revise as 11.
appropriate.

Financial statements for the period ended October 31, 2017

Note 3 - Establishment of Valuation Al lowance for Deferred Tax Asset, page F -23

 We note that you recorded a reserve for your deferred tax asset as of October 31, 2017 12.
due to the reduction in future revenues resulting from the amendments to related party
leases effective August 1, 2017. Please  tell us why this reserve was not established as of
July 31, 2017 and whether the information relating to the amendments to related party
leases was available as of such date. It appears that this information was available before
the fiscal year financial statements were issued or available to be issued.

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
action by the staff.

Mr. Menachem Ash
Rafael Holdings, Inc.
January 18, 2018
Page 4

 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 related matters. Please contact Joshua Lobert , Staff Attorney, at (202)
(202) 551 -7150  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

CORRESP
1
filename1.htm

December 26, 2017

VIA
EDGAR AND ELECTRONIC MAIL

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Mail
Stop 3233

Washington,
D.C. 20549

Attention: Jennifer
Gowetski

Senior
Counsel

Office
of Real Estate and Commodities

Re:
Rafael Holdings, Inc.

Registration
Statement on Form 10-12G

Filed
on October 31, 2017

File
No. 000-55863

Dear
Ms. Gowetski:

Rafael
Holdings, Inc., a Delaware corporation (the “Company” or “we”), has today
filed with the Securities and Exchange Commission (the “Commission”), pursuant to the requirements of
the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, Pre-Effective Amendment No. 1
(the “Amendment”) to its Registration Statement on Form 10 filed October 31, 2017 (as amended, the “Registration
Statement”).

We
are writing to respond to the comments raised in your letter to the Company dated November 28, 2017. The responses below correspond
to the captions and numbers of those comments (which are reproduced below in bold). For your convenience, a copy of the Amendment
is enclosed and has been marked to show changes from the Registration Statement filed October 31, 2017. References to page numbers
in our responses are to page numbers in the revised Information Statement attached to the Amendment as Exhibit 99.1 (the “Information
Statement”). Capitalized terms defined in the Registration Statement or Information Statement and used in this letter
but not otherwise defined herein have the meanings assigned to them in the Registration Statement or Information Statement, as
applicable.

Securities and Exchange Commission

December 26, 2017

Page 2

General

1.            We
note 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 why
you filed a Form 10-12G rather than a Form 10-12B to register your Class B common stock under Section 12(b) of the Exchange Act.

Response:
Because we have not yet been approved for listing on the NYSE American, we initially filed a Form 10-12G. We intend to file a
Form 8-A to register the shares under Section 12(b) of the Securities Exchange Act once we receive preliminary approval from the
NYSE American to list the Class B common stock.

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

Response:
We are aware that the Form 10-12G will become effective by operation of law 60 days from the initial filing, and that, following
effectiveness, the Company will be responsible for filing reports required by Section 13 of the Exchange Act of 1934, even if
the Staff of the Commission (the “Staff”) has not completed the review process of the filing. We will incorporate
our responses to your comments in any 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 held 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 Securities Act and whether the spin-off constitutes
a sale or disposition for value under Section 2(a)(3).

Response:
All of the real estate assets to be held by the Company were acquired by IDT Corporation (“IDT”) more than two years
prior to the current date. The interests in Rafael Pharmaceuticals, Inc. (“Rafael Pharma”) and Lipomedix Pharmaceuticals
Ltd. (“Lipomedix”) were acquired by IDT during calendar years 2016 and 2017.

Securities and Exchange Commission

December 26, 2017

Page 3

We
do not believe that the spin-off constitutes a sale or disposition for value by IDT under the guidance provided by Staff Legal
Bulletin No. 4 (“SLB 4”). The spin-off meets all of the five conditions set forth in Paragraph 4 of SLB 4:

no
consideration is being provided by IDT’s stockholders for the Company stock being distributed in the spin-off;

the
spin-off is being effected on a pro rata basis to all of IDT’s stockholders;

the
Information Statement provides adequate information about the spin-off and the Company, and is being distributed to IDT’s
stockholders and publicly filed on EDGAR;

the
business purpose for the spin-off is disclosed in the Information Statement; and

no
restricted securities are being distributed in the spin-off.

The
Company’s assets will consist of the real estate holdings and those interests in Rafael Pharma and Lipomedix described in
the Information Statement. The Company will be managed and operated as a single entity that owns its subsidiaries and their assets.
The current value of the Company is significantly represented by the real estate assets and secondarily in the cash to be included,
which is intended to be used for the working capital needs related to all of the Company’s assets and operations. Both Rafael
Pharma and Lipomedix are development-stage companies who are seeking to continue clinical trials for their products. As disclosed,
the value of those entities is highly speculative. As a result of the spin-off, no stockholders of the Company will receive any
direct interest in either Rafael Pharma or Lipomedix or any right to receive any such interest. No public market in the stock
of Rafael Pharma or Lipomedix is being created by the spin-off. Accordingly, it would be inappropriate to consider the stock of
the Company as equivalent to the stock in Rafael Pharma of Lipomedix or to treat the spin-off as a spin-off of the stock of either
of those entities.

Registration
Statement Cover Page

4.            Please
revise your registration statement cover page to indicate that you are an “emerging growth company” and whether you
have 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.

Response:
We have checked the box on the cover page to indicate we are an “emerging growth company” and we are electing to use
the extended transition period to comply with any new or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.

Securities and Exchange Commission

December 26, 2017

Page 4

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 disclose that the terms of the Separation and Distribution Agreement, Tax Separation Agreement and
Transition Services Agreement did not result from arm’s length negotiations.

Response: We have revised
the risk factor disclosure in the Information Statement on page 22.

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.

Response:
We have revised the disclosure in the Information Statement to include a risk factor on page 8.

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 adjusting the historical rental from related parties in view of the above difference. Also revise to reconcile the
amount relating to rental from related party with the historical financial statements.

Response:
The Company has revised its disclosure (appearing on page F-17 of the Information Statement)
to reflect annual rent from related parties of $2.0 million. Additionally, the Company has revised the Unaudited Pro Forma
Condensed Combined Financial Statements and Notes and Management’s Assumptions thereto, reducing fiscal year 2017 Rental
– Related Party revenue by $1.6 million, from the $3.6 million that was reflected in our historical financial statements.

Securities and Exchange Commission

December 26, 2017

Page 5

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.

Response:
On May 31, 2016, IDT formed CS Pharma Holdings, LLC (“CS Pharma”), for the express purpose of holding investments
in Rafael Pharma securities, and cash for future investment, including the potential exercise of warrants to purchase additional
Rafael Pharma securities, and to serve as a vehicle for co-investors in IDT’s interests in Rafael Pharma.

The
following events took place contemporaneously in September 2016:

 - IDT
contributed $8.0 million in cash and $2.0 million in Series C Notes made by Rafael Pharma for a 50% interest in CS Pharma. Other,
unrelated parties contributed an additional $10.0 million in cash to CS Pharma for the remaining 50% ownership interest.

 - Pursuant
to the Subscription and Loan Agreement (the “Subscription Agreement”), dated January 15, 2016, between IDT and Rafael
Pharma, CS Pharma contributed $8.0 million in cash and $2.0 million in Series C Notes made by Rafael Pharma (which were subsequently
cancelled) for $10.0 million in Series D Notes made by Rafael Pharma and a warrant to purchase 8.0 million shares of Rafael Pharma
(and the warrant issued to IDT described in the next item).

 - Rafael
Pharma issued to IDT a warrant to purchase up to 56% of the capital stock of Rafael Pharma, less the aforementioned 8.0 million
shares covered by the warrant issued to CS Pharma described in the preceding item, as well as a contractual right to receive shares
representing an additional 10% of the outstanding capital stock of Rafael Pharma that are to be issued only upon achieving certain
milestones (“Bonus Shares”).

Subsequent
to these events, on May 31, 2016, IDT transferred the entirety of its rights related to Rafael Pharma (its 50% investment in CS
Pharma, and its separately held warrants, contingent right to receive Bonus Shares, and other contractual rights) to IDT-Rafael
Holdings, LLC (“Holdings”), which was then a wholly owned subsidiary of IDT.

In
March 2017, IDT sold 10% of its interest in Holdings to Howard S. Jonas for $1.0 million, which was 10% of IDT’s cost basis
for its investment in Holdings. This sale reduced IDT’s effective ownership interest in CS Pharma from 50% to 45%. Due to
the following factors, we do not believe that this reduction in ownership impacted our requirement to consolidate Holdings:

 - No
change has occurred in terms of operating control. IDT remains the manager of CS Pharma, with the rights to: raise capital by
offering membership interests therein; cause membership interests to be offered and sold; and admit members to CS Pharma upon
the acceptance by the manager of a subscription agreement and subscription funds from such prospective member.

 - Howard
S. Jonas, the purchaser of this 5% effective interest in CS Pharma (through his 10% ownership of Holdings), is IDT’s, and
following the spin-off will be the Company’s, majority stockholder, and will serve as Chairman of our Board of Directors
and Chief Executive Officer upon consummation of the spin-off.

Securities and Exchange Commission

December 26, 2017

Page 6

Management’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 statements filed with the SEC.

Response:
Currently, the Company is a consolidated subsidiary of IDT. As such, for purposes of IDT’s financial statements, the rental
revenues received by the Company from IDT are eliminated in consolidation, and are not disclosed in IDT’s periodic financial
statement filings with the SEC. The Company has added the reference to IDT’s status as an SEC-reporting company.

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 tenant improvement costs and leasing
commissions, as applicable.

Response:
We have revised the disclosure in the Information Statement to include more disclosure regarding leasing activity on page 37.
However, please note the following:

 ● The
                                         building at 520 Broad Street, Newark, New Jersey was completely vacant when IDT began
                                         renovations in Fiscal 2014. Therefore, all of the disclosed leasing activity relates
                                         to four new leases as there weren’t any tenant leases in place to renew.

 ● The
                                         building at 225 Old New Brunswick Road, Piscataway, New Jersey contains two tenants who
                                         have been in the building for over twenty years and while both leases have been renewed,
                                         there weren’t any tenant improvements or leasing commission for either renewal.

 ● The
                                         condominium portion of an office building located in Jerusalem, Israel has no 3rd
                                         party leases.

Securities and Exchange Commission

December 26, 2017

Page 7

11.          Although
we note your disclosure on page 42 that the IDT and Genie leases expire in 2025, please revise your disclosure to include a schedule
of lease expirations for each of the ten years 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.

Response:
We have revised the disclosure in the Information Statement to include a schedule of the leases and the information requested
by the Staff regarding such leases on page F-17.

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.

Response:
We have revised the disclosure in the Information Statement t

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