Rafael Holdings Inc-B 2026年季度报告

FORM 10-Q ☒Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2026 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 Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒ Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period 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). Yes☐No☒ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based on the adjusted closingprice on January 31, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class Bcommon stock of $2.03 per share, as reported on the New York Stock Exchange, was approximately $38.6 million. The number of shares outstanding of the registrant’s common stock as of March 12, 2026 was: RAFAEL HOLDINGS, INC. TABLE OF CONTENTS Part I, FINANCIAL INFORMATION1Item 1.Financial Statements (Unaudited)Consolidated Balance Sheets as of January31, 2026 and July31, 20251Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months EndedJanuary 31, 2026 and 20252Consolidated Statements of Equity for the Three and Six Months Ended January 31, 2026 and 20253Consolidated Statements of Cash Flows for the Six Months Ended January 31, 2026 and 20255Notes to Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 3.Quantitative and Qualitative Disclosures about Market Risks47Item 4.Controls and Procedures47Part II. OTHER INFORMATION49Item 1.Legal Proceeding49Item 1A.Risk Factors49Item 2.Unregistered Sales of Equity Securities and Use of Proceeds49Item 3.Defaults Upon Senior Securities49Item 4.Mine Safety Disclosures49Item 5.Other Information49Item 6.Exhibits50SIGNATURES51i Class A common stock, $0.01 par value; 35,000,000 shares authorized, 787,163 shares issued andoutstanding as of January 31, 2026 and July 31, 202588Class B common stock, $0.01 par value; 200,000,000 shares authorized, 51,218,790 issued andoutstanding (excluding treasury shares of 101,487) as of January 31, 2026, and 50,789,697 issuedand outstanding (excluding treasury shares of 101,487) as of July 31, 2025513508Additional paid-in capital323,081322,161Accumulated deficit(248,496)(232,263)Treasury stock, at cost; 101,487 Class B shares as of January 31, 2026 and July 31, 2025(168)(168)Accumulated other comprehensive income related to unrealized income on available-for-salesecurities358358Accumulated other compr