Rafael Holdings Inc-B 2023年度报告

FORM 10-K/A Amendment No. 1 Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934for the year ended July 31, 2024. or Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-55863 RAFAEL HOLDINGS, INC.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,smallerreporting company,or an emerging growth company.See definitions of“large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer Non-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based on theclosing price on January 31, 2024 (the last business day of the registrant’s most recently completed second fiscalquarter) of the Class B common stock of $1.81 per share, as reported on the New York Stock Exchange, wasapproximately $34.4 million. The number of shares outstanding of the registrant’s common stock as of November 5, 2024 was: Rafael Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”)to amend the Company’s Annual Report on Form 10-K for the year ended July 31, 2024, which was initially filedwith the U.S. Securities and Exchange Commission (the “SEC”) on November 7, 2024 (the “Original Form 10-K”).The purpose of this Amendment No. 1 is to amend the disclosures in the Original Form 10-K in response to SECcomments recently received by the Company thereon as follows: Item 1. “Business”, Item 1A. “Risk Factors”, Item7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Item 8. “FinancialStatements and Supplementary Data” and Exhibits. Except as described above, this Amendment No. 1 does notamend, modify, or otherwise update any other information in the Original Form 10-K nor does it reflect eventsoccurring after the filing of the Original Form10-K except as where it is explicitly noted. Accordingly, thisAmendment No. 1 should be read in conjunction with the Original Form 10-K and the Company’s other filings withthe SEC. RAFAEL HOLDINGS, INC. Forward-Looking Information and Factors that May Affect Future ResultsiiPart IItem 1.Business.1Item1A.Risk Factors.26Item1B.Unresolved Staff Comments.97Item1C.Cybersecurity97Item 2.Properties.98Item 3.Legal Proceedings.98Item 4.Mine Safety Disclosures.98Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities.99Item 6.[Reserved].99Item7A.Quantitative and Qualitative Disclosures about Market Risk.100Item 7.Management’s Discussion and Analysis of Financial Condition and