Rafael Holdings Inc-B美股招股说明书(2025-02-13版)

Dear Stockholders: On behalf of the board of directors of Rafael Holdings, Inc. (“Rafael”), I am pleased to enclose the jointproxy statement/prospectus for the merger of Rafael and Cyclo Therapeutics, Inc. (“Cyclo”). As previously announced, on August 21, 2024, Rafael entered into an Agreement and Plan of Merger, asamended as of December 18, 2024 (the “Merger Agreement”), by and among: Rafael; Tandem Therapeutics,Inc.,a Nevada corporation and a wholly-owned subsidiary of Rafael(“First Merger Sub”);TandemTherapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Rafael (“SecondMerger Sub”); and Cyclo. The Merger Agreement provides for, among other things, the merger of First MergerSub with and into Cyclo followed by the merger of Cyclo (as the surviving company of the merger with FirstMergerSub)with and into Second Merger Sub with Second Merger Sub being the surviving entity(collectively, the “Merger”). As a result of the Merger, Cyclo is intended to become a wholly-owned limitedliability subsidiary of Rafael. As a consequence of the Merger, at the effective time of the First Merger, each outstanding share ofCyclo’s outstanding common stock, par value $0.0001 per share (the “Cyclo Common Stock”) (other thantreasury shares and shares of Cyclo Common Stock held by Rafael) will be automatically cancelled and retiredand cease to exist, and will entitle the holder to receive shares of Rafael’s Class B common stock, par value$0.01 per share (“Rafael Class B Common Stock”) equal to the “Exchange Ratio,” which is defined in theMerger Agreement and is described in more detail in the section entitled “The Merger Agreement — MergerConsideration” beginning on page 79 of the accompanying joint proxy statement/prospectus. Any fractionalshares of Rafael Class B Common Stock will be rounded up to the nearest whole share. The Exchange Ratio values (i) each share of Cyclo Common Stock at $0.95, which represents anapproximately seventy-five percent (75%) discount to the trading price of the Cyclo Common Stock on August21, 2024, the date on which Cyclo and Rafael entered into the Merger Agreement and (ii) Rafael at thecombined value of its cash, cash equivalents, marketable securities, real estate and certain other financialholdings plus amounts loaned by Rafael to Cyclo between the signing of the Merger Agreement and the closingof the Merger, less certain of Rafael’s current liabilities. The Exchange Ratio will be determined as of the timeof the closing of the Merger and the number of shares of Rafael Class B Common Stock that the Cyclostockholders will receive will depend on the specified assets and liabilities at that time as well as the number ofshares of Rafael Class B Common Stock outstanding. At the time the Merger Agreement was entered into, theExchange Ratio was estimated to be 0.3112 shares of Rafael Class B Common Stock for each share of CycloCommon Stock based on the information regarding Rafael’s specified assets and liabilities and Class BCommon Stock outstanding at that time. The actual Exchange Ratio will depend on the final determination ofthe variables used to calculate the Exchange Ratio at the time of the closing of the Merger. See “The MergerAgreement — Merger Consideration.” As of February 12, 2025, the estimated Exchange Ratio was 0.3567,which was based on projections of certain metrics as of the expected Closing Date that will impact the actualExchange Ratio and is subject to, and will, change up to the Closing Date of the Merger. Based on an estimatedExchange Ratio of 0.3567, Cyclo stockholders would own approximately 22.1% of the outstanding RafaelCommon Stock and approximately 12.9% of the voting power of such Rafael Common Stock because eachshare of Rafael Class B Common Stock to be issued to the Cyclo stockholders in the Merger is entitled to one-tenth (1/10) of a vote per share as compared to shares of Rafael Class A Common Stock which are entitled tothree (3) votes per share. All compensatory options to purchase Cyclo Common Stock shall be converted into options to acquire,on substantially similar terms and conditions, a number of shares of Rafael Class B Common Stock (roundeddown to the nearest whole share), at an adjusted exercise price per share based upon the Exchange Ratio(rounded up to the nearest whole cent). Table of Contents Unless otherwise provided for in outstanding warrant agreements, all outstanding warrants to purchaseCyclo Common Stock (other than those held by Rafael, which will be cancelled) will automatically beconverted into warrants to purchase a number of shares of Rafael Class B Common Stock, at an adjustedexercise price per share based upon the Exchange Ratio. Certain Cyclo warrants have the right to elect toreceive cash payment in lieu of receiving warrants to purchase Rafael Class B Common Stock. Holders of certain warrants to purchase Cyclo Common Stock that are publicly traded will receivewarrants to purchase Rafael Class B Common Sto