Overview

Rafael Holdings, Inc. (NYSE-RFL), ("Rafael Holdings" or the "Company"), a Delaware corporation, is focused on discovering and developing novel cancer and immune metabolism therapies with the potential to improve and extend the lives of patients. The Company also owns commercial real estate assets, which it operates as a separate line of business.

The Company has an investment in Rafael Pharmaceuticals, Inc., or Rafael Pharmaceuticals, that includes preferred and common equity interests and a warrant to purchase additional equity. On June 17, 2021, the Company entered into a merger agreement to acquire full ownership of Rafael Pharmaceuticals in exchange for issuing Company Class B common stock to the other stockholders of Rafael Pharmaceuticals. We have provided debt and equity financing to Rafael Pharmaceuticals. On October 28, 2021, the Company announced that the AVENGER 500 Phase 3 clinical trial for CPI-613® (devimistat), Rafael Pharmaceuticals' lead product candidate, did not meet its primary endpoint of significant improvement in overall survival in patients with metastatic adenocarcinoma of the pancreas, and following a pre-specified interim analysis, the independent data monitoring committee for the ARMADA 2000 Phase 3 study for devimistat has recommended the trial to be stopped due to a determination that it was unlikely to achieve the primary endpoint (the "Data Events"). In light of the Data Events, the Company concluded that currently the likelihood of further development of and prospects for CPI-613 is uncertain and has fully impaired in its financial statements for the six months ended January 31, 2022, the value of its loans, receivables, and investment in Rafael Pharmaceuticals based upon its valuation of Rafael Pharmaceuticals.

On February 2, 2022, the Company withdrew its Registration Statement on Form S-4, which terminated the merger agreement pursuant to certain sections of the merger agreement, effective immediately.

In 2019, the Company established the Barer Institute ("Barer"), an early-stage small molecule research institute focused on developing a pipeline of novel therapeutic compounds, including compounds to regulate cancer metabolism with potentially broader application in other indications beyond cancer. Barer is led by a team of scientists and academic advisors considered to be among the leading experts in cancer metabolism, chemistry, and drug development. In addition to its own internal discovery efforts, Barer is pursuing collaborative research agreements and in-licensing opportunities with leading scientists from top academic institutions. Farber Partners, LLC ("Farber") was formed to support agreements with Princeton University's Office of Technology Licensing for technology from the laboratory of Professor Joshua Rabinowitz, in the Department of Chemistry, Princeton University, including an exclusive worldwide license to its SHMT (serine hydroxymethyltransferase) inhibitor program. The Company also holds a majority equity interest in LipoMedix Pharmaceuticals Ltd. ("LipoMedix"), a clinical stage oncological pharmaceutical company based in Israel. In addition, the Company has invested in other early stage pharmaceutical ventures.

The Company's commercial real estate holdings consist of a building at 520 Broad Street in Newark, New Jersey that serves as headquarters for the Company and certain other entities and tenants and an associated 800-car public garage, and a portion of a building in Israel. The Company sold other real estate holdings in 2020. We continue to seek opportunities to maximize the value of our real estate holdings in multiple ways and we are also evaluating other avenues of maximizing value through redevelopment of vacant space into more marketable and thereby valuable uses.

Business Update - COVID-19, War in Ukraine

In December 2019, a novel strain of coronavirus, SARS-CoV, which causes COVID-19, has proved to be highly contagious. It has since spread extensively throughout the world, including the United States, and was declared a global pandemic by the World Health Organization in March 2020. The Company actively monitors the outbreak, including the spread of new variants of interest, and its potential impact on the Company's operations and those of the Company's holdings.

The pandemic's impacts on the Company's and its affiliates' operations and specifically the ongoing clinical trials being conducted by Rafael Pharmaceuticals are being managed by Rafael Pharmaceuticals and its agents.





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Even with growing availability of testing and vaccines and the relaxation of public health measures that were implemented to limit the spread of the pandemic, there continues to be uncertainty around the COVID-19 pandemic and its impact.

The Company has implemented a number of measures to protect the health and safety of the Company's workforce including a voluntary work-from-home policy for the Company's workforce who can perform their jobs from home as well as restrictions on discretionary business travel. Most of our employees have returned to working from the office on a part-time basis.

The full impact of the COVID-19 pandemic on the Company will depend on factors such as the length of time of the pandemic; the responses of federal, state and local governments, the impact of future variants that may emerge; vaccination rates among the population; the efficacy of the COVID-19 vaccines; the longer-term impact of the pandemic on the economy and consumer behavior; and the effect on our employees, vendors, and other partners.

The short and long-term implications of Russia's invasion of Ukraine are difficult to predict at this time. The imposition of sanctions and counter sanctions may have an adverse effect on the economic markets generally and could impact our business and the companies in which we have investments, financial condition, and results of operations. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to estimate the impact of the Russian - Ukraine war on our business and the companies in which we have investments.





Results of Operations



Our business consists of two reportable segments - Pharmaceuticals and Real Estate. We evaluate the performance of our Pharmaceuticals segment based primarily on research and development efforts and results of clinical trials, and our Real Estate segment based primarily on results of operations. Accordingly, the income and expense line items below loss from operations are only included in the discussion of consolidated results of operations.

Three and Six Months Ended January 31, 2022 Compared to Three and Six Months Ended January 31, 2021





Pharmaceuticals Segment



Our consolidated expenses for our Pharmaceuticals segment were as follows:





                               Three Months Ended
                                   January 31,                 Change
                               2022          2021           $           %
                                        (unaudited, in thousands)
General and administrative   $   1,714     $  (1,733 )      3,447        199 %
Research and development        (3,335 )      (1,568 )     (1,767 )     (113 )%
Impairment - Altira                  -        (7,000 )      7,000        100 %
Loss from operations         $  (1,621 )   $ (10,301 )      8,680         84 %




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                                              Six Months Ended
                                                 January 31,                   Change
                                             2022          2021            $             %
                                                        (unaudited, in thousands)
General and administrative                 $ (10,383 )   $  (3,352 )      (7,031 )        (210 )%
Research and development                      (5,488 )      (2,083 )      (3,405 )        (163 )%
Provision for loss on receivable
pursuant to line of credit                   (25,000 )           -       (25,000 )        (100 )%
Provision for losses on related party
receivables                                  (10,095 )           -       (10,095 )        (100 )%
Impairment - Altira                                -        (7,000 )       7,000           100 %
Loss from operations                       $ (50,966 )   $ (12,435 )     (38,531 )        (310 )%



To date, the Pharmaceuticals segment has not generated any revenues. The entirety of the expenses in the Pharmaceuticals segment relate to the activities of LipoMedix, Barer, Levco, Farber, and Rafael Medical Devices. As of January 31, 2022 we held a 100% interest in Barer, a 84% interest in LipoMedix, a 95% interest in Levco, and a 93% interest in Farber. Rafael Medical Devices in which we have a 100% interest, was created in fiscal year 2021.

General and administrative expenses. General and administrative expenses consist mainly of payroll, severance, stock compensation expense, benefits, facilities, consulting and professional fees. The decrease in general and administrative expenses during the three months ended January 31, 2022 compared to the three months ended January 31, 2021 is primarily due to a net decrease in stock-based compensation of approximately $11.5 million (inclusive of a forfeiture of restricted stock units of approximately $19.0 million), an increase in severance expense of approximately $5.9 million, an increase in payroll expenses of approximately $1.4 million, an increase in professional fees of approximately $0.6 million, and increases in other administrative expenses. The majority of these increases were related to pre-launch activities for CPI-613 ® which are not expected to be recurring in light of the Data Events.

The increase in general and administrative expenses during six months ended January 31, 2022 compared to the six months ended January 31, 2021 is primarily due to severance expense of approximately $5.9 million, an increase in payroll expenses of approximately $2.7 million, an increase in professional fees of approximately $2.2 million, partially offset by a net decrease in stock based compensation expense of approximately $3.8 million (inclusive of a forfeiture of restricted stock units of approximately $19.0 million). The majority of these increases were related to pre-launch activities for CPI-613 ® which are not expected to be recurring in light of the Data Events.

Research and development expenses. Research and development expenses increased for the three and six months ended January 31, 2022 and 2021 due to increased activity at Barer, LipoMedix, Farber, and Rafael Medical Devices.

Loss on line of credit. Due to the Data Events, for the six months ended January 31, 2022, the Company recorded a full reserve on the $25 million due to the Company from Rafael Pharmaceuticals related to the Line of Credit Agreement.

Loss on related party receivables. Due to the Data Events, for the six months ended January 31, 2022, the Company recorded a loss of approximately $10.1 million related to the full reserve recorded on the RP Finance receivable of $9.375 million, and the full reserve recorded on the Rafael Pharmaceuticals receivable of $0.720 million.

Impairment expense - Altira. The Company recorded an impairment loss of $7 million related to the Company's additional investment in 33.333% of Altira during the three and six months ended January 31, 2021.





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Real Estate Segment



Our consolidated income and expenses for our Real Estate segment were as
follows:



                                        Three Months Ended
                                            January 31,                Change
                                        2022           2021         $          %
                                                (unaudited, in thousands)
Rental - Third Party                  $     232      $    190         42         22 %
Rental - Related Party                      705           527        178         34 %
Parking                                     173           122         51         42 %
Other - Related Party                         -           120       (120 )     (100 )%
Selling, general and administrative        (818 )      (1,034 )      216         21 %
Depreciation                               (381 )        (441 )       60         14 %
Loss from operations                  $     (89 )    $   (516 )      427         83 %




                                        Six Months Ended
                                           January 31,               Change
                                        2022         2021         $          %
                                              (unaudited, in thousands)
Rental - Third Party                  $    428     $    426          2         - %
Rental - Related Party                   1,225        1,047        178       (17 )%
Parking                                    363          299         64       (21 )%
Other                                      120          240       (120 )      50 %
Selling, general and administrative     (1,613 )     (2,007 )      394        20 %
Depreciation                              (763 )       (878 )      115        13 %
Loss from operations                  $   (240 )   $   (873 )      633        73 %



Revenues. Total rental revenues increased by approximately $220 thousand and $180 thousand, and parking revenue increased by approximately $51 thousand and $64 thousand for the three and six months ended January 31, 2022, respectively. The increase in rental revenues is attributable to an increase in real estate tax escalations of approximately $178 thousand from a related party. The increase in parking revenue is related to increased activity at the Company's garage at 520 Broad Street in Newark.

Selling, general and administrative expenses. Selling, general and administrative expenses consist mainly of payroll, benefits, facilities, consulting and professional fees. The decrease in selling, general and administrative expenses of approximately $216 thousand and $394 thousand for the three and six months ended January 31, 2022, respectively, is primarily due to a decrease in real estate tax costs due to the sale of the building in Piscataway, New Jersey, partially offset by other increases in administrative expenses.

Depreciation expenses. Depreciation expenses decreased by approximately $60 thousand and decreased by approximately $115 thousand for the three and six months ended January 31, 2022, respectively, compared to the three and six months ended January 31, 2021, due to the sale of the building in Piscataway, New Jersey.





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