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Description of Business

6 Months Ended

Jan. 31, 2022

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 – DESCRIPTION OF BUSINESS

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. 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 connection with the preparation of the Company’s first quarter financial statements, U.S. GAAP required that the Company assess the impact of the Data Events and determine whether the carrying values of the Company’s assets were impaired based upon the Company’s expectations to realize future value. 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 the Company’s 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 recently initiated efforts to develop 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 hosts other tenants), an associated 800-car public garage, and a portion of a building in Israel.

The “Company” in these consolidated financial statements refers to Rafael Holdings and its subsidiaries on a consolidated basis. All significant intercompany accounts and transactions have been eliminated in consolidation.

All majority-owned subsidiaries are consolidated with all intercompany transactions and balances eliminated in consolidation or combination. The entities included in these consolidated financial statements are as follows:

Company		Country of Incorporation		Percentage Owned
Rafael Holdings, Inc.		United States – Delaware			100	%
Broad Atlantic Associates, LLC		United States – Delaware			100	%
IDT 225 Old NB Road, LLC		United States – Delaware			100	%
IDT R.E. Holdings Ltd.		Israel			100	%
Rafael Holdings Realty, Inc.		United States – Delaware			100	%
Barer Institute, Inc.		United States – Delaware			100	%
The Barer Institute, LLC		United States – Delaware			100	%
Hillview Avenue Realty, JV		United States – Delaware			100	%
Hillview Avenue Realty, LLC		United States – Delaware			100	%
Rafael Medical Devices, LLC		United States – Delaware			100	%
Levco Pharmaceuticals Ltd.		Israel			95	%
Farber Partners, LLC		United States – Delaware			93	%
Pharma Holdings, LLC		United States – Delaware			90	%
LipoMedix Pharmaceuticals Ltd.		Israel			84	%
Altira Capital & Consulting, LLC		United States – Delaware			67	%
CS Pharma Holdings, LLC		United States – Delaware			45	%*

*	50% of CS Pharma Holdings, LLC is owned by Pharma Holdings, LLC. We have a 90% ownership in Pharma Holdings, LLC and, therefore, an effective 45% interest in CS Pharma Holdings, LLC.