As filed with the Securities and Exchange Commission on February 13, 2025
Registration No. 333-282558
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
RAFAEL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
__________________________
Delaware | | 6719 | | 82-2296593 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer
Identification Number) |
520 Broad Street
Newark, New Jersey 07102
Telephone: (212) 658-1450
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________________
William Conkling
Chief Executive Officer
520 Broad Street
Newark, New Jersey 07102
Telephone: (212) 658-1450
(Name, address, including zip code, and telephone number, including area code, of agent for service)
__________________________
With copies to:
Dov T. Schwell, Esq.
Schwell Wimpfheimer &
Associates LLP
37 W. 39th Street, Suite 505
New York, NY 10018
Telephone: (646) 328-0795 | | Alison Newman, Esq.
Sarah Hewitt, Esq. Fox Rothschild LLP
101 Park Avenue, 17th Floor
New York, New York 10178
Telephone: (212) 878-7997 | | N. Scott Fine Joshua M. Fine
Cyclo Therapeutics, Inc.
6714 NW 16th Street, Suite B
Gainesville, FL 32653
Telephone: (386) 418-8060 |
__________________________
Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger and transactions described in the enclosed proxy statement/prospectus.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| | Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| | | Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 5 (this “Amendment”) to the Registration Statement on Form S-4 of Rafael Holdings, Inc. (File No. 333-282558) (the “Registration Statement”) is being filed as an exhibit-only filing to file the opinion of Schwell Wimpfheimer & Associates LLP and consent for Schwell, Wimpfheimer & Associates (included in its opinion in Exhibit 5.1), filed herewith as Exhibit 5.1 and the consents of Cohn Reznick LLP filed herewith as Exhibits 23.2 and 23.3 (the “Amendment”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement, the opinion filed herewith as Exhibit 5.1 and the consents filed herewith as Exhibits 23.2 and 23.3. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
