UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On February 18, 2022, Broad Atlantic Associate LLC (the “Seller”), subsidiary of Rafael Holdings, Inc. (the “Company”), entered into a Contract of Sale with 520 Broad Street Propco LLC (the “Purchaser”) for the sale of the building owned by the Seller located at 520 Broad Street in Newark, New Jersey and an associated 800-car public garage (the “Property”) for a purchase price of $49.4 million (the “Contract of Sale”). The Property serves as the Company’s headquarters and has several other tenants.
The Purchaser has deposited $2.5 million into escrow and its right to terminate the Contract of Sale without forfeiting the entire deposit expired on May 3, 2022.
The closing of the sale is scheduled to take place no later than July 5, 2022, however, the Purchaser may extend the closing date until August 1, 2022 if it deposits an additional $750,000 into escrow and assumes certain obligations of the Seller.
The Property is currently encumbered by a mortgage securing a $15 million loan. After repaying the loan and paying commissions, taxes, and other costs, upon closing, the Company expects to receive a net amount of approximately $33 million. The parties to the Contract of Sale have made customary representations, warranties and covenants related to the transaction.
The foregoing descriptions of the Contract of Sale (as amended to date) does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Contract of Sale and the amendment thereto, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| * | Denotes that competitively sensitive information has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RAFAEL HOLDINGS, INC. | |||
| By: | /s/ William Conkling | ||
| Name: | William Conkling | ||
| Title: | Chief Executive Officer | ||
Dated: May 9, 2022
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EXHIBIT INDEX
| * | Denotes that competitively sensitive information has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. |
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