Rafael Holdings Updates Terms Of Rights Offering, Granting 1 Non-Transferable Subscription Right Per Share Or Equivalent Public Warrant Held As Of May 9, 2025, Allowing Holders To Purchase 0.603 Shares Of Class B Common Stock At $1.28 Per Share, With Public Warrant Holders Receiving 0.3525 Rights Per Warrant And Full Rights Granted Per 3 Warrants Held

Rafael Holdings, Inc. (NYSE:RFL, NYSE:RFL) today provided an update to the subscription rights related to its Public Warrants in connection with its previously announced rights offering.

Under the rights offering, Rafael Holdings has distributed one (1) non-transferable subscription right for each share of Class B common stock or Class A common stock, or for each share of Class B common stock issuable upon exercise of the outstanding warrants, initially issued on May 11, 2020 by Cyclo Therapeutics, Inc. (the "Public Warrants"), in each case, held as of May 9, 2025, the record date for the rights offering.

Each subscription right will entitle the Holder of a share of Class A common stock or Class B common stock to purchase 0.603 of a share of Class B common stock at a subscription price of $1.28 per share.

Each Holder of a Public Warrant received 0.3525 of a subscription right (corresponding to the ratio between Public Warrants and the portion of a share of Class B common stock for which each is exercisable). Accordingly, a holder of three (3) Public Warrants received a full subscription right. Each full subscription right entitles the Holder to purchase 0.603 of a share of Class B common stock at a subscription price of $1.28 per share.

Subscription rights may only be exercised in whole numbers, and fractional shares will not be issued. The number of shares that may be purchased by each holder of subscription rights will be rounded down to the nearest whole number.

All terms of the rights offering remain unchanged.