UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 13(a) of the Exchange Act. ☐
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Explanatory Note
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of Cornerstone Pharmaceuticals, Inc. (“Cornerstone”) as of and for the year ended July 31, 2023 and the unaudited financial statements of Cornerstone as of and for the three months ended October 31, 2023.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company giving effect to the various transactions which effected a recapitalization and restructuring of Cornerstone, the acquisition by the Company of a controlling interest in Cornerstone, and the consolidation of RP Finance LLC, are filed herewith as Exhibit 99.2.
(d) Exhibits.
| Exhibit No. | Document | |
| 23.1 | Consent of CohnReznick LLP | |
| 99.1 | Audited Financial statements of Cornerstone Pharmaceuticals, Inc. as of and for the year ended July 31, 2023. | |
| 99.2 | Unaudited Financial statements of Cornerstone Pharmaceuticals, Inc. as of and for the three months ended October 31, 2023 | |
| 99.3 | The unaudited proforma condensed combined financial statements of the Company. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
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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 23, 2024
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EXHIBIT INDEX
| Exhibit No. | Document | |
| 23.1 | Consent of CohnReznick LLP | |
| 99.1 | Audited Financial statements of Cornerstone Pharmaceuticals, Inc. as of and for the year ended July 31, 2023. | |
| 99.2 | Unaudited Financial statements of Cornerstone Pharmaceuticals, Inc. as of and for the three months ended October 31, 2023 | |
| 99.3 | The unaudited proforma condensed combined financial statements of the Company. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document. |
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