Rafael Holdings (RFL) risk factors, FY2025 10-K

Rafael Holdings's FY2025 10-K, filed Oct 29, 2025, lists 70 risk factors in 7 groups. Against the prior year's 76: 11 new, 17 dropped, 22 substantially reworded.

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Risk factors listed
707 groups
New this year
11vs 76 last year
Dropped
17since the prior 10-K
Substantially reworded
22of those kept
Section length
43k wordsItem 1A

What the changes say

  • The risk section reflects Rafael Holdings' completed merger with Cyclo, shifting focus to Trappsol Cyclo's clinical trials and manufacturing.
  • Financial disclosures now show post-merger cash of $52.8 million and material control weaknesses.
  • Risks from regional conflict in Israel and new tariffs have been added.

What changed since the prior 10-K

New

  • NewRisks Related to our Pharmaceuticals Business

    In addition, the FDA may revoke any PRV if the rare pediatric disease drug for which the voucher was awarded is not marketed in the U.S. within one year following the date of approval

    The FDA may revoke priority review vouchers if Trappsol Cyclo is not marketed within one year or if the program expires after September 30, 2026.

  • NewRisks Related to our Pharmaceuticals Business

    We rely upon third parties for the manufacture of Trappsol® Cyclo™ and are dependent on their quality and effectiveness

    Reliance on third-party contract manufacturers for Trappsol Cyclo exposes the company to compliance failures and clinical trial delays.

  • NewRisks Related to our Pharmaceuticals Business

    We are dependent on the Cyclo management team, and our ability to advance the development, clinical testing, regulatory approval of our lead candidate, Trappsol® Cyclo™ may be materially and adversely affected if we lose them

    Loss of the Cyclo management team could severely hinder the development and regulatory approval of Trappsol Cyclo.

  • NewRisks Related to our Pharmaceuticals Business

    A small number of our customers account for a substantial portion of our revenue, and the loss of any of these customers would materially decrease our revenues

    One major customer accounted for 25% of total revenues and 26% of accounts receivable from cyclodextrin research products at July 31, 2025.

  • NewRisks Related to our Pharmaceuticals Business

    We are dependent on certain third-party suppliers

    Cyclo depends on third-party suppliers and bulk manufacturers in the U.S., Japan, China, and Hungary for fine chemical and Aquaplex products.

  • NewRisks Related to our Pharmaceuticals Business

    We may be negatively affected by currency exchange rate fluctuations

    Currency fluctuations, particularly between the U.S. dollar and the Hungarian Forint/Euro for inventory from Cyclodextrin Research & Development Laboratory, can compress margins.

  • NewRisks Related to our Pharmaceuticals Business

    We may be negatively affected by tariffs imposed on imported and/or exported products

    Tariffs imposed by the U.S. administration on imports from countries like China and the EU could increase raw material costs for glass and cyclodextrin.

  • NewRisks Related to our Pharmaceuticals Business

    Any of these sanctions could also result in higher than anticipated costs or lower than anticipated sales of any Rafael Medical Devices’ device(s) that receives approval, marketing authorization, or clearance and adversely affect their and our business, results of operations, and financial condition

    Rafael Medical Devices' VECTR system faces strict post-approval regulatory burdens, reporting requirements, and potential use restrictions if cleared.

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

    Maintaining effective internal controls over financial reporting is necessary for us to produce reliable financial statements

    A material weakness was identified in Cyclo's internal controls over financial reporting regarding month-end accruals and clinical trial expense recognition.

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

    If additional material weaknesses in our internal controls over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results

    Ongoing conflicts in Israel, including the Gaza war and June 2025 clash with Iran, threaten personnel, facilities, and operations located there.

  • NewRisks Related to Ownership of our Common Stock

    If we are unable to successfully integrate Cyclo’s team and operation with ours, we would not be able to fully realize the benefits of the Merger and our operations and financial condition could be adversely affected

    Failure to successfully integrate Cyclo's team and operations following the March 2025 merger could prevent the realization of expected benefits.

Dropped

  • DroppedRisks Related to our Pharmaceuticals Business

    We have invested a significant amount of capital in Cyclo. Our dependence on the success of Trappsol® Cyclo™ and the need for additional capital will increase if the merger is consummated and the Phase III trial for Trappsol® Cyclo™ is successful

  • DroppedRisks Related to our Pharmaceuticals Business

    Even if Rafael Medical Devices receives regulatory approval, marketing authorization, or clearance for any device candidate, they will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense

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

    Public health threats could have an adverse effect on the Company’s operations and financial results

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

    Similar impacts could be experienced by Rafael Medical Devices in response to the COVID-19 pandemic, subsequent variants or comparable public health emergencies

  • DroppedRisks 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, and other conflicts in the region, may adversely affect our real estate holding and operations of our Portfolio Companies, which would lead to a decrease in revenues

  • DroppedRisks Related to the Merger with Cyclo

    The Exchange Ratio used in the Merger will be determined in accordance with a formula and is not yet knowable. The actual Exchange Ratio could be materially different than currently anticipated

    High capital dependence on the success of Trappsol Cyclo and the pending merger.

  • DroppedRisks Related to the Merger with Cyclo

    We are subject to risks in connection with the announcement and pendency of the Merger, including the pendency and outcome of any legal proceedings against us, our directors and others relating to the Merger and the risks from possibly foregoing opportunities we might otherwise pursue absent the proposed Merger

  • DroppedRisks Related to the Merger with Cyclo

    While the Merger is pending, we are subject to contractual restrictions that could harm our business, operating results, and stock price

  • DroppedRisks Related to the Merger with Cyclo

    The Merger will involve substantial costs

  • DroppedRisks Related to the Merger with Cyclo

    We will incur significant transaction and Merger-related transaction costs in connection with the Merger

  • DroppedRisks Related to the Merger with Cyclo

    We or Cyclo may waive one or more of the closing conditions to the Merger without re-soliciting approval from our respective stockholders

  • DroppedRisks Related to the Merger with Cyclo

    We may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed

  • DroppedRisks Related to the Merger with Cyclo

    Changes in the market prices of our Class B Common Stock may result from a variety of factors that are beyond our control

  • DroppedRisks Related to the Merger with Cyclo

    We may not realize the anticipated benefits and cost savings of the Merger

  • DroppedRisks Related to the Merger with Cyclo

    Failure to complete the Merger could negatively impact our stock price and our future business and financial results

  • DroppedRisks Related to the Merger with Cyclo

    Third parties may terminate or alter existing contracts or relationships with us

  • DroppedRisks Related to the Merger with Cyclo

    The NYSE may not list our shares of Class B Common Stock, which could limit investors’ ability to make transactions in the shares of our Class B Common Stock and subject our Class B Common Stock to additional trading restrictions

Reworded

  • 100% rewrittenRisks Related to our Pharmaceuticals Business

    Our future success may depend on the results of the ongoing Phase 3 trial for Trappsol® Cyclo™. If we are unable to obtain regulatory approval or successfully commercialize Trappsol® Cyclo™ or experience significant delays in doing so, our business will be materially harmed

    Updated to reflect the June 2025 Data Monitoring Committee interim analysis recommendation to continue the Phase 3 Trappsol Cyclo trial to 96 weeks.

    Was: Our future success may depend significantly on results of Cyclo Therapeutics’ Phase III trial for Trappsol® Cyclo™. If Cyclo is unable to successfully develop, gain regulatory approval for or commercialize its product candidates or experiences significant delays in doing so, our business will be materially harmed

  • 75% rewrittenRisks Related to Employee Matters, Managing Our Growth, and Other Risks Related to Our Business

    The relationships between Howard S. Jonas other companies, including and IDT Corporation and Genie Energy, could conflict with our stockholders’ interests

    Added Howard S. Jonas's current titles as CEO and Executive Chairman alongside his roles at IDT Corporation and Genie Energy Ltd.

    Was: The relationships between Howard S. Jonas and IDT Corporation, and Genie Energy could conflict with our stockholders’ interests

  • 73% rewrittenRisks Related to Our Financial Condition and Capital Needs

    We hold significant cash, cash equivalents, and investments that are subject to various market risks

    Updated financial figures as of July 31, 2025, showing $52.8 million in cash and cash equivalents and removing specific prior-year hedge fund details.

  • 42% rewrittenRisks Related to Employee Matters, Managing Our Growth, and Other Risks Related to Our Business

    The requirements of being a public company may strain our resources, result in more litigation, and divert management’s attention

    Retained standard public company reporting risk language with minor formatting adjustments.

  • 35% rewrittenRisks Related to our Pharmaceuticals Business

    As part of our business strategy, we and the Pharmaceutical Companies may seek orphan drug designation, or ODD, for any eligible product candidates, but we may be unsuccessful in obtaining or maintaining the benefits of such designations

    Maintained orphan drug designation risk for Cornerstone's devimistat across specified cancer indications.

    Was: As part of their business strategy, the Pharmaceutical Companies may seek orphan drug designation, or ODD, for any eligible product candidates they develop, but they may be unsuccessful in obtaining or maintaining the benefits of such designations

  • 32% rewrittenRisks Related to Our Financial Condition and Capital Needs

    We have limited resources and could find it difficult to raise additional capital

    Updated capital raising risk to reflect post-merger focus on potential commercialization of Trappsol Cyclo following the Phase 3 trial.

  • 31% rewrittenRisks Related to our Pharmaceuticals Business

    Even if any of our or the Pharmaceutical Companies’ product candidates receive regulatory approval, they may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success

    Expanded market acceptance risk to explicitly include both Rafael Holdings and pharmaceutical portfolio companies' product candidates.

    Was: Even if any of the Pharmaceutical Companies’ product candidates receive regulatory approval, they may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success

  • 31% rewrittenRisks Related to Intellectual Property

    Patent terms may be inadequate to protect our competitive position and that of the Portfolio Companies on our product candidates or device candidates for an adequate amount of time

    Expanded patent expiration risk language to include patent portfolios of companies in which Rafael holds interests.

    Was: Patent terms may be inadequate to protect our competitive position and that of the companies in which we hold interests on our product candidates or device candidates for an adequate amount of time

  • 31% rewrittenRisks Related to our Pharmaceuticals Business

    We may not be successful in our efforts to identify or discover potential product candidates

    Was: The Pharmaceutical Companies may not be successful in their efforts to identify or discover potential product candidates

  • 30% rewrittenRisks Related to our Pharmaceuticals Business

    Current and future legislation may increase the difficulty and cost for us and the Pharmaceutical Companies and any future collaborators to obtain regulatory approval of the Pharmaceutical Companies’ product candidates and affect the prices obtained

  • 28% rewrittenRisks Related to Intellectual Property

    We and the Portfolio Companies may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our product candidates or device candidates

    Was: We and the companies in which we hold interests may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our product candidates

  • 27% rewrittenRisks Related to Intellectual Property

    If we and the Portfolio Companies are unable to protect the confidentiality of our trade secrets, our business and competitive position may be harmed

    Was: If we and the companies in which we hold interests are unable to protect the confidentiality of our trade secrets, our business and competitive position may be harmed

  • 26% rewrittenRisks Related to Intellectual Property

    Our intellectual property agreements with third parties, and those of the Portfolio Companies, may be subject to disagreements over contract interpretation, which could narrow the scope of our rights to the relevant intellectual property or technology

    Was: Our intellectual property agreements and those of the companies in which we hold interests with third parties may be subject to disagreements over contract interpretation, which could narrow the scope of our rights to the relevant intellectual property or technology

  • 25% rewrittenRisks Related to Intellectual Property

    We and the Portfolio Companies may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming, and unsuccessful

    Was: We and the companies in which we hold interests may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming, and unsuccessful

  • 24% rewrittenRisks Related to our Pharmaceuticals Business

    We and the Pharmaceutical Companies are dependent upon third parties for a variety of functions. These arrangements may not provide us with the benefits we expect

  • 23% rewrittenRisks Related to Ownership of our Common Stock

    We are controlled by our principal stockholder, which limits the ability of other stockholders to affect the management of the Company

  • 22% rewrittenRisks Related to Intellectual Property

    If our trademarks and trade names and those of the Portfolio Companies are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected

    Was: If our trademarks and trade names and those of the companies in which we hold interests are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected

  • 22% rewrittenRisks Related to Intellectual Property

    Our commercial success and that of the Portfolio Companies depends significantly on our ability to operate without infringing upon the intellectual property rights of third parties

    Was: Our commercial success and that of the companies in which we hold interests depends significantly on our ability to operate without infringing upon the intellectual property rights of third parties

  • 22% rewrittenRisks Related to our Pharmaceuticals Business

    Research programs to identify new product candidates require substantial technical, financial, and human resources. The Pharmaceutical Companies may choose to focus the Pharmaceutical Companies’ efforts and resources on a potential product candidate that ultimately proves to be unsuccessful

  • 22% rewrittenRisks Related to our Pharmaceuticals Business

    We are focused on a treatment for NPC1 and face competition from Actelion, a subsidiary of Johnson & Johnson , Zevra Therapeutics, Inc., Mandos Health, Azafaros, and IntraBio, among others

    Was: Cyclo is focused on a cure for NPC1 and faces competition from Actelion, a subsidiary of Johnson & Johnson Orphazyme, a public company based in Denmark, Zevra Therapeutics, Inc., Mandos Health, Azafaros and IntraBio among others

  • 22% rewrittenRisks Related to Intellectual Property

    We and the Portfolio Companies may not be successful in obtaining necessary intellectual property rights to future products through acquisitions and in-licenses

    Was: We and the companies in which we hold interests may not be successful in obtaining necessary intellectual property rights to future products through acquisitions and in-licenses

  • 21% rewrittenRisks Related to Intellectual Property

    We and the Portfolio Companies may not be able to adequately protect our intellectual property rights throughout the world

    Was: We and the companies in which we hold interests may not be able to adequately protect our intellectual property rights throughout the world

All 70 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Financial Condition and Capital Needs

  1. 01We have limited resources and could find it difficult to raise additional capital32% rewritten
  2. 02We have only a limited operating history upon which our business and prospects can be evaluated. We expect to encounter risks and difficulties frequently encountered by early-stage companies in the industries in which we operate
  3. 03We hold significant cash, cash equivalents, and investments that are subject to various market risks73% rewritten
  4. 04We may not be able to consummate any investment, business combination or other transaction

Risks Related to our Pharmaceuticals Business

  1. 05Our future success may depend on the results of the ongoing Phase 3 trial for Trappsol® Cyclo™. If we are unable to obtain regulatory approval or successfully commercialize Trappsol® Cyclo™ or experience significant delays in doing so, our business will be materially harmed100% rewritten
  2. 06In addition, the FDA may revoke any PRV if the rare pediatric disease drug for which the voucher was awarded is not marketed in the U.S. within one year following the date of approvalNew
  3. 07We rely upon third parties for the manufacture of Trappsol® Cyclo™ and are dependent on their quality and effectivenessNew
  4. 08We are dependent on the Cyclo management team, and our ability to advance the development, clinical testing, regulatory approval of our lead candidate, Trappsol® Cyclo™ may be materially and adversely affected if we lose themNew
  5. 09A small number of our customers account for a substantial portion of our revenue, and the loss of any of these customers would materially decrease our revenuesNew
  6. 10We are dependent on certain third-party suppliersNew
  7. 11We may be negatively affected by currency exchange rate fluctuationsNew
  8. 12We may be negatively affected by tariffs imposed on imported and/or exported productsNew
  9. 13We may not be successful in our efforts to identify or discover potential product candidates31% rewritten
  10. 14Research programs to identify new product candidates require substantial technical, financial, and human resources. The Pharmaceutical Companies may choose to focus the Pharmaceutical Companies’ efforts and resources on a potential product candidate that ultimately proves to be unsuccessful22% rewritten
  11. 15We and the Portfolio Companies may expend our and their limited resources to pursue a particular product candidate or an indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success
  12. 16If the Pharmaceutical Companies experience delays or difficulties in the enrollment of patients in clinical trials, the Pharmaceutical Companies’ receipt of necessary regulatory approvals could be delayed or prevented
  13. 17Interim, “top-line,” and preliminary data from clinical trials that we announce or publish from time to time may have limited clinical significance, if any, and may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data
  14. 18Results of preclinical studies and early clinical trials may not be predictive of results of future preclinical studies or clinical trials
  15. 19The regulatory approval processes of the FDA and comparable foreign regulatory authorities are lengthy, time consuming and inherently unpredictable, and if the Pharmaceutical Companies are ultimately unable to obtain regulatory approval for their product candidates, our and their business will be substantially harmed
  16. 20The Pharmaceutical Companies may develop product candidates for which they plan to seek approval under the 505(b)(2) regulatory pathway in the United States. For example, LipoMedix may ultimately seek FDA approval of Promitil through the 505(b)(2) pathway
  17. 21As part of our business strategy, we and the Pharmaceutical Companies may seek orphan drug designation, or ODD, for any eligible product candidates, but we may be unsuccessful in obtaining or maintaining the benefits of such designations35% rewritten
  18. 22Even if we or the Pharmaceutical Companies receive regulatory approval for any product candidate, they will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense
  19. 23The occurrence of any event or penalty described above may inhibit our or the Pharmaceutical Companies’ ability to commercialize their product candidates and generate revenue and could require us or the Pharmaceutical Companies to expend significant time and resources in response and could generate negative publicity
  20. 24The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses
  21. 25Even if any of our or the Pharmaceutical Companies’ product candidates receive regulatory approval, they may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success31% rewritten
  22. 26We and the Pharmaceutical Companies are dependent upon third parties for a variety of functions. These arrangements may not provide us with the benefits we expect24% rewritten
  23. 27We are focused on a treatment for NPC1 and face competition from Actelion, a subsidiary of Johnson & Johnson , Zevra Therapeutics, Inc., Mandos Health, Azafaros, and IntraBio, among others22% rewritten
  24. 28Product liability lawsuits against us or the Pharmaceutical Companies or our or their collaborators could cause substantial liabilities and could limit commercialization of any medicines that the Pharmaceutical Companies or our or their collaborators may develop
  25. 29If we or the Pharmaceutical Companies fail to comply with environmental, health and safety laws and regulations, we or they could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our or their businesses
  26. 30Current and future legislation may increase the difficulty and cost for us and the Pharmaceutical Companies and any future collaborators to obtain regulatory approval of the Pharmaceutical Companies’ product candidates and affect the prices obtained30% rewritten
  27. 31Additional Risks Related to our Medical Device Business
  28. 32Interim, “top-line” and preliminary data from preclinical studies and clinical trials that Rafael Medical Devices announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data
  29. 33Results of preclinical studies and early clinical trials may not be predictive of results of future preclinical studies and clinical trials
  30. 34Any of these sanctions could also result in higher than anticipated costs or lower than anticipated sales of any Rafael Medical Devices’ device(s) that receives approval, marketing authorization, or clearance and adversely affect their and our business, results of operations, and financial conditionNew
  31. 35The occurrence of any event or penalty described above may inhibit Rafael Medical Devices’ ability to commercialize their device candidates and generate revenue and could require Rafael Medical Devices to expend significant time and resources in response and could generate negative publicity
  32. 36Rafael Medical Devices is dependent upon third parties for a variety of functions. These arrangements may not provide Rafael Medical Devices with the benefits they expect
  33. 37Product liability lawsuits against Rafael Medical Devices or their collaborators or us could cause substantial liabilities and could limit commercialization of any medical devices that Rafael Medical Devices or their collaborators may develop
  34. 38If Rafael Medical Devices fails to comply with environmental, health and safety laws and regulations, they could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of their businesses

Risks Related to Reliance on Third Parties

  1. 39We and the Portfolio Companies may, in the future, form or seek collaborations or strategic alliances or enter into licensing arrangements, and we and/or the Portfolio Companies may not realize the benefits of such collaborations, alliances or licensing arrangements

Risks Related to our Commercial Real Estate Business

  1. 40We may be unable to renew leases or relet space as leases expire
  2. 41We face competition for tenants

Risks Related to Intellectual Property

  1. 42We and the Portfolio Companies may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming, and unsuccessful25% rewritten
  2. 43Our commercial success and that of the Portfolio Companies depends significantly on our ability to operate without infringing upon the intellectual property rights of third parties22% rewritten
  3. 44If we and the Portfolio Companies are unable to protect the confidentiality of our trade secrets, our business and competitive position may be harmed27% rewritten
  4. 45Changes in patent law could diminish the value of patents in general, thereby impairing the ability of us and the Portfolio Companies to protect our respective existing and future product candidates, device candidates, processes and technologies
  5. 46If our trademarks and trade names and those of the Portfolio Companies are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected22% rewritten
  6. 47We and the Portfolio Companies may not be able to adequately protect our intellectual property rights throughout the world21% rewritten
  7. 48We and the Portfolio Companies may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our product candidates or device candidates28% rewritten
  8. 49Patent terms may be inadequate to protect our competitive position and that of the Portfolio Companies on our product candidates or device candidates for an adequate amount of time31% rewritten
  9. 50Intellectual property rights do not necessarily address all potential threats to our business
  10. 51We and the Portfolio Companies may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties
  11. 52Our intellectual property agreements with third parties, and those of the Portfolio Companies, may be subject to disagreements over contract interpretation, which could narrow the scope of our rights to the relevant intellectual property or technology26% rewritten
  12. 53We and the Portfolio Companies may not be successful in obtaining necessary intellectual property rights to future products through acquisitions and in-licenses22% rewritten

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

  1. 54Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees
  2. 55The requirements of being a public company may strain our resources, result in more litigation, and divert management’s attention42% rewritten
  3. 56Maintaining effective internal controls over financial reporting is necessary for us to produce reliable financial statementsNew
  4. 57If additional material weaknesses in our internal controls over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial resultsNew
  5. 58The relationships between Howard S. Jonas other companies, including and IDT Corporation and Genie Energy, could conflict with our stockholders’ interests75% rewritten
  6. 59Insurance policies are expensive and protect us only from some business risks, which leaves us exposed to uninsured liabilities
  7. 60We rely significantly on information technology and any failure, inadequacy, interruption or security lapse of that technology, including any cybersecurity incidents, could harm our ability to operate our business and that of the Portfolio Companies effectively

Risks Related to Ownership of our Common Stock

  1. 61We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation of the value of our common stock
  2. 62We are controlled by our principal stockholder, which limits the ability of other stockholders to affect the management of the Company23% rewritten
  3. 63Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall
  4. 64We are a “smaller reporting company,” and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors
  5. 65If we are unable to successfully integrate Cyclo’s team and operation with ours, we would not be able to fully realize the benefits of the Merger and our operations and financial condition could be adversely affectedNew
  6. 66If we engage in future acquisitions or strategic collaborations, this may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks
  7. 67Investors may suffer dilution
  8. 68The trading price of the shares of our Class B common stock is likely to remain volatile, and purchasers of our Class B common stock could incur substantial losses
  9. 69If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline
  10. 70We may be subject to securities litigation, which is expensive and could divert management attention

Other Rafael Holdings 10-Ks

  • FY2024 10-K risk factors
    76 risks

    Rafael Holdings faces high risk from its reliance on early-stage clinical trials, including the pending merger with Cyclo and its Phase III trial for Trappsol Cyclo. The company holds limited cash and liquid assets totaling roughly $68.5 million while burning capital on unproven drug and medical device candidates. Extensive regulatory hurdles, third-party dependencies, and intense competitive threats across biopharma and real estate leasing threaten commercial success.

    Filed Nov 07, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.