Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 20, 2021, Menachem Ash voluntarily resigned as President and General Counsel of Rafael Holdings, Inc. (the "Company"). The Company and Mr. Ash have agreed that Mr. Ash will assist in the transition of his duties to Ashok Marin, the Company's Chief Legal Officer, and provide transition support on matters that relate to events during Mr. Ash's tenure with the Company. In connection with those services, the anticipated January 2022 vesting of Mr. Ash's prior grant of restricted stock in the Company will take place.


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