Rafael (RFL) S-4/ARegistration of securities issued in business combination transactions (amended)

As filed with the Securities and Exchange Commission on December 19, 2024

Registration No. 333-282558

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________

AMENDMENT NO. 2
TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________

RAFAEL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

__________________________

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:

__________________________

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):

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.

The information in this joint proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED DECEMBER 19, 2024

Dear Stockholders:

On behalf of the board of directors of Rafael Holdings, Inc. (“Rafael”), I am pleased to enclose the joint proxy statement/prospectus for the merger of Rafael and Cyclo Therapeutics, Inc. (“Cyclo”).

As previously announced, on August 21, 2024, Rafael entered into an Agreement and Plan of Merger, as amended as of December 18, 2024 (the “Merger Agreement”), by and among: Rafael; Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Rafael (“First Merger Sub”); Tandem Therapeutics, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Rafael (“Second Merger Sub”); and Cyclo. The Merger Agreement provides for, among other things, the merger of First Merger Sub with and into Cyclo followed by the merger of Cyclo (as the surviving company of the merger with First Merger Sub) with and into Second Merger Sub with Second Merger Sub being the surviving entity (collectively, the “Merger”). As a result of the Merger, Cyclo is intended to become a wholly-owned limited liability subsidiary of Rafael.

As a consequence of the Merger, at the effective time of the First Merger, each outstanding share of Cyclo’s outstanding common stock, par value $0.0001 per share (the “Cyclo Common Stock”) (other than treasury shares and shares of Cyclo Common Stock held by Rafael) will be automatically cancelled and retired and cease to exist, and will entitle the holder to receive shares of Rafael’s Class B common stock, par value $0.01 per share (“Rafael Class B Common Stock”) equal to the “Exchange Ratio,” which is defined in the Merger Agreement and is described in more detail in the section entitled “The Merger Agreement — Merger Consideration” beginning on page 79 of the accompanying joint proxy statement/prospectus. Any fractional shares of Rafael Class B Common Stock will be rounded up to the nearest whole share.

The Exchange Ratio values (i) each share of Cyclo Common Stock at $0.95, which represents an approximately seventy-five percent (75%) discount to the trading price of the Cyclo Common Stock on August 21, 2024, the date on which Cyclo and Rafael entered into the Merger Agreement and (ii) Rafael at the combined value of its cash, cash equivalents, marketable securities, real estate and certain other financial holdings plus amounts loaned by Rafael to Cyclo between the signing of the Merger Agreement and the closing of the Merger, less certain of Rafael’s current liabilities. The Exchange Ratio will be determined as of the time of the closing of the Merger and the number of shares of Rafael Class B Common Stock that the Cyclo stockholders will receive will depend on the specified assets and liabilities at that time as well as the number of shares of Rafael Class B Common Stock outstanding. At the time the Merger Agreement was entered into, the Exchange Ratio was estimated to be 0.3112 shares of Rafael Class B Common Stock for each share of Cyclo Common Stock based on the information regarding Rafael’s specified assets and liabilities and Class B Common Stock outstanding at that time. The actual Exchange Ratio will depend on the final determination of the variables used to calculate the Exchange Ratio at the time of the closing of the Merger. See “The Merger Agreement — Merger Consideration.” As of November 11, 2024, the estimated Exchange Ratio was 0.3202, which was based on the value at that date of certain metrics that will impact the actual Exchange Ratio. Based on an estimated Exchange Ratio of 0.3202, Cyclo stockholders would own approximately 20.5% of the outstanding Rafael Common Stock and approximately 11.8% of the voting power of such Rafael Common Stock because each share of Rafael Class B Common Stock to be issued to the Cyclo stockholders in the Merger is entitled to one-tenth (1/10) of a vote per share as compared to shares of Rafael Class A Common Stock which are entitled to three (3) votes per share.

All compensatory options to purchase Cyclo Common Stock shall be converted into options to acquire, on substantially similar terms and conditions, a number of shares of Rafael Class B Common Stock (rounded down to the nearest whole share), at an adjusted exercise price per share based upon the Exchange Ratio (rounded up to the nearest whole cent).

Unless otherwise provided for in outstanding warrant agreements, all outstanding warrants to purchase Cyclo Common Stock (other than those held by Rafael, which will be cancelled) will automatically be converted into warrants to purchase a number of shares of Rafael Class B Common Stock, at an adjusted exercise price per share based upon the Exchange Ratio. Certain Cyclo warrants have the right to elect to receive cash payment in lieu of receiving warrants to purchase Rafael Class B Common Stock.

Holders of certain warrants to purchase Cyclo Common Stock that are publicly traded will receive warrants to purchase Rafael Class B Common Stock that will also be publicly traded. Rafael is registering those warrants and the shares issuable on exercise of those warrants under the registration statement of which the accompanying joint proxy statement/prospectus forms a part.

The shares of Rafael Class B Common Stock are listed on the New York Stock Exchange (“NYSE”) under the symbol “RFL”, and we do not expect that to be impacted by the Merger. The Cyclo Common Stock is traded on the Nasdaq Capital Market under the symbol “CYTH.” Upon completion of the Merger, the Cyclo Common Stock will cease to trade on the Nasdaq Capital Market.

Rafael and Cyclo will each hold a special meeting of their respective stockholders to consider certain matters relating to the Merger. We cannot complete the Merger unless, among other things, Rafael and Cyclo stockholders each approve certain matters relating to the Merger.

Howard Jonas, Rafael’s controlling stockholder, entered into a support agreement under which he agreed to vote the shares of Rafael under his voting control in favor of the proposals at the Rafael special meeting.

Rafael and its board of directors believe that the Merger will benefit Rafael stockholders and we ask for your support in voting for the proposals related to the transactions at the special meeting.

Your vote is very important. To ensure your representation at the special meeting, complete and return the applicable enclosed proxy card or submit your proxy via the Internet. Please submit your proxy promptly whether or not you expect to attend the special meeting. Submitting a proxy now will not prevent you from being able to vote at the special meeting.

The obligations of Rafael and Cyclo to complete the Merger are subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, a copy of which is included as part of the accompanying joint proxy statement/prospectus. The joint proxy statement/prospectus provides you with detailed information about Rafael, Cyclo and the Merger. It also contains or incorporates by reference information about Rafael and Cyclo. You are encouraged to read the joint proxy statement/prospectus carefully and in its entirety, including the section entitled “Risk Factors” beginning on page 9 for a discussion of risks you should consider in evaluating the Merger and the issuance of shares of Rafael Class B Common Stock in connection with the Merger and how they will affect you.

PROXY STATEMENT OF CYCLO THERAPEUTICS, INC.

Dear Stockholders of Cyclo Therapeutics, Inc.:

As previously announced, the board of directors of Cyclo Therapeutics, Inc. (“Cyclo”) has approved a merger pursuant to which Cyclo will merge with and into a wholly owned subsidiary of Rafael Holdings, Inc. (“Rafael”). Cyclo, Rafael, Tandem Therapeutics, Inc., a wholly owned subsidiary of Rafael (“First Merger Sub”), and Tandem Therapeutics, LLC, a wholly owned subsidiary of Rafael (“Second Merger Sub”), entered into an Agreement and Plan of Merger, dated as of August 21, 2024, as amended as of December 18, 2024 (the “Merger Agreement”), pursuant to which (i) First Merger Sub will merge with and into Cyclo, and First Merger Sub will cease to exist, and Cyclo will become a wholly owned subsidiary of Rafael (the “First Merger”), and (ii) immediately following the First Merger, Cyclo will merge with and into Second Merger Sub, with Second Merger Sub being the surviving entity of the subsequent merger (the “Second Merger” and together with the First Merger, the “Merger”).

As a consequence of the Merger, at the effective time of the First Merger, each outstanding share of Cyclo’s outstanding common stock, par value $0.0001 per share (other than treasury shares and shares of Cyclo Common Stock held directly by Rafael) (the “Cyclo Common Stock”) will be automatically cancelled and retired and cease to exist, and will entitle a holder of shares of Cyclo Common Stock to receive shares of Rafael’s Class B Common Stock, par value $0.01 per share (“Rafael Class B Common Stock”), in exchange for the holder’s Cyclo Common Stock equal to the Exchange Ratio (as defined in the Merger Agreement) described in more detail in the section entitled “The Merger Agreement — Merger Consideration” beginning on page 79 of the accompanying joint proxy statement/prospectus. Any fractional shares of Rafael Class B Common Stock will be rounded up to the nearest whole share. The Exchange Ratio values (i) each share of Cyclo Common Stock at $0.95, which represents an approximately seventy-five percent (75%) discount to the trading price of the Cyclo Common Stock on August 21, 2024, the day the companies entered into the Merger Agreement and (ii) Rafael at the combined value of its cash, cash equivalents, marketable securities, real estate and certain other financial holdings less certain of its current liabilities. In addition, the cash value will take into account the funding of Cyclo’s operations by Rafael with convertible promissory notes through closing.

The Exchange Ratio values (i) each share of Cyclo Common Stock at $0.95, which represents an approximately seventy-five percent (75%) discount to the trading price of the Cyclo Common Stock on August 21, 2024, the date on which Cyclo and Rafael entered into the Merger Agreement and (ii) Rafael at the combined value of its cash, cash equivalents, marketable securities, real estate and certain other financial holdings plus amounts loaned by Rafael to Cyclo between the signing of the Merger Agreement and the closing of the Merger, less certain of Rafael’s current liabilities. The Exchange Ratio will be determined as of the time of the closing of the Merger and the number of shares of Rafael Class B Common Stock that the Cyclo stockholders will receive will depend on the specified assets and liabilities at that time as well as the number of shares of Rafael Class B Common Stock outstanding. At the time the Merger Agreement was entered into, the Exchange Ratio was estimated to be 0.3112 shares of Rafael Class B Common Stock for each share of Cyclo Common Stock based on the information regarding Rafael’s specified assets and liabilities and Class B Common Stock outstanding at that time. The actual Exchange Ratio will depend on the final determination of the variables used to calculate the Exchange Ratio at the time of the closing of the Merger. See “The Merger Agreement — Merger Consideration.” As of November 11, 2024, the estimated Exchange Ratio was 0.3202, which was based on the value at that date of certain metrics that will impact the actual Exchange Ratio. Based on an estimated Exchange Ratio of 0.3202, Cyclo stockholders would own approximately 20.5% of the outstanding Rafael Common Stock and approximately 11.8% of the voting power of such Rafael Common Stock because each share of Rafael Class B Common Stock to be issued to the Cyclo stockholders in the Merger is entitled to one-tenth (1/10) of a vote per share as compared to shares of Rafael Class A Common Stock which are entitled to three (3) votes per share.

The Rafael Class B Common Stock is traded on the New York Stock Exchange under the symbol “RFL,” and the Cyclo Common Stock is traded on the Nasdaq Capital Market under the symbol “CYTH.” Upon completion of the Merger, the Cyclo Common Stock will cease to trade on the Nasdaq Capital Market.

To obtain the approval of the Cyclo stockholders required in connection with the Merger, Cyclo will hold a special meeting of its stockholders on [•], 2024 (the “Cyclo Special Meeting”) at the offices of Fox Rothschild LLP, 101 Park Avenue, 17th Floor, New York, New York 10178. At the Cyclo Special Meeting, Cyclo stockholders will be asked to vote on (i) a proposal to adopt the Merger Agreement (the “Cyclo Merger Proposal”) and (ii) a proposal to approve the adjournment from time to time of the Cyclo Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Cyclo Special Meeting to approve the Cyclo Merger Proposal or if there are insufficient shares of Cyclo Common Stock present in person or represented by proxy at the Cyclo Special Meeting to constitute a quorum at the Cyclo Special Meeting or any adjournment or postponement thereof (the “Cyclo Adjournment Proposal”).

Only holders of record of Cyclo Common Stock on [•], 2024 (including shares of Cyclo Common Stock held through a bank, broker or other nominee that is a stockholder of record of Cyclo) are entitled to attend and vote at the Cyclo Special Meeting, or any adjournment or postponement thereof. If you wish to attend the Cyclo Special Meeting in person, you must register in advance by contacting Okapi Partners LLC, the proxy solicitor for Cyclo, no later than noon Eastern Time on [•], 2024, as described in more detail in the accompanying joint proxy statement/prospectus

We cannot complete the Merger unless the Cyclo stockholders approve the Cyclo Merger Proposal.

Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Cyclo Special Meeting in person, please vote your shares as promptly as possible by (1) accessing the Internet website specified on your proxy card, or (2) signing and returning all proxy cards that you receive in the postage-paid envelope provided, so that your shares may be represented and voted at the Cyclo Special Meeting.

In connection with the execution of the Merger Agreement, Rafael entered into voting agreements (the “Voting Agreements”) with certain of Cyclo’s directors and officers, who collectively owned, directly and indirectly through their respective affiliates, approximately 12.0% of the outstanding shares of Cyclo Common Stock as of [•], 2024, pursuant to which such directors and officers have agreed, among other things, to vote all shares of Cyclo Common Stock beneficially owned by them in favor of the Cyclo Merger Proposal. Rafael also agreed to vote all shares of Cyclo Common Stock owned by it, constituting approximately 31.2% of the outstanding shares of Cyclo Common Stock as of [•], 2024, in favor of the Cyclo Merger Proposal. Accordingly, holders of approximately 43.2% of the total outstanding Cyclo Common Stock as of November 20, 2024 have agreed to vote the shares of Cyclo Common Stock they own in favor of the Cyclo Merger Proposal.

The Cyclo board of directors recommends that Cyclo stockholders vote “FOR” the Cyclo Merger Proposal and, if necessary, “FOR” the Cyclo Adjournment Proposal.

The obligations of Cyclo and Rafael to complete the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement. More information about Cyclo, Rafael and the Merger is contained in this joint proxy statement/prospectus. You are encouraged to read this entire joint proxy statement/prospectus carefully, including the section entitled “Risk Factors” beginning on page 9.

We look forward to the successful Merger of Cyclo and Rafael.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The joint proxy statement/prospectus is dated [•], 2025 and is first being mailed to stockholders of Rafael and stockholders of Cyclo on or about [•], 2025.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [•], 2025

To the Stockholders of Rafael Holdings, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Rafael Special Meeting”) of stockholders of Rafael Holdings, Inc., a Delaware corporation (“Rafael”), will be held on [•], 2025 at [•] a.m. local time, at 520 Broad Street, 4th Floor, Newark, New Jersey 07102. Only stockholders who held shares of Rafael Class A common stock, par value $0.01 per share (“Rafael Class A Common Stock”), or Rafael Class B common stock, par value $0.01 per share (“Rafael Class B Common Stock,” together with the Rafael Class A Common Stock, the “Rafael Common Stock”), at the close of business on [•], 2025, the record date for the Rafael Special Meeting, will be entitled to vote at the Rafael Special Meeting and any adjournments or postponements of the Rafael Special Meeting. You are cordially invited to attend the Rafael Special Meeting to conduct the following items of business:

•        To consider and vote upon a proposal to approve the issuance of shares of Rafael Class B Common Stock in exchange for shares of common stock of Cyclo Therapeutics, Inc., a Nevada corporation (“Cyclo”), in connection with a merger transaction with Cyclo (the “Rafael Share Issuance Proposal”); and

•        To consider and vote upon a proposal to approve the adjournment of the Rafael Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are insufficient votes present in person or by proxy for, or otherwise in connection with, the approval of the Rafael Share Issuance Proposal (“Rafael Adjournment Proposal”).

The approval of the Rafael Share Issuance Proposal as well as the Rafael Adjournment Proposal requires the affirmative vote of the holders of a majority of votes cast by the stockholders present in person or represented by proxy and entitled to vote thereon at the Rafael Special Meeting.

Rafael is not aware of any other business to be acted upon at the Rafael Special Meeting. If, however, other matters are properly brought before the Rafael Special Meeting, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the Rafael board of directors may recommend. These proposals are described more fully in the accompanying joint proxy statement/prospectus. We urge you to read the joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference in the accompanying joint proxy statement/prospectus carefully and in their entirety. In particular, we urge you to read carefully the “Risk Factors” beginning on page 9 of the accompanying joint proxy statement/prospectus. For specific instructions on how to vote your shares, see “The Special Meeting of Rafael Stockholders — Voting Your Shares” beginning on page 36 of the accompanying joint proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of Rafael Common Stock that you own.

After careful consideration, the Rafael board of directors has unanimously determined that the issuances are fair to, advisable and in the best interests of Rafael and its stockholders, and unanimously recommends you vote “FOR” the Rafael Share Issuance Proposal and, if necessary, “FOR” the Rafael Adjournment Proposal.

Even if you plan to attend the Rafael Special Meeting in person, we request that you complete, sign, date and return the enclosed proxy card in the envelope provided, or submit your proxy via the Internet prior to the Rafael Special Meeting, and thus ensure that your shares will be represented and voted at the Rafael Special Meeting if you later become unable to attend. If your shares are held in a stock brokerage account or by a bank or other nominee, please follow the instructions that you receive from your broker, bank or other nominee to vote your shares.

CYCLO THERAPEUTICS, INC.
6714 NW 16th Street, Suite B
Gainesville, FL 32653
(386) 418-8060

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2025

Dear Cyclo Stockholders:

We are pleased to invite you to attend the special meeting of Cyclo stockholders, which will be held on [•], 2025, at 10:00 a.m. (Eastern Time) (the “Cyclo Special Meeting”) at the offices of Fox Rothschild, LLP located at 101 Park Avenue, 17th Floor, New York, New York 10178. The special meeting will be conducted for the following purposes:

•        Cyclo Proposal 1:    To adopt the Agreement and Plan of Merger, dated as of August 21, 2024, among Cyclo, Rafael Holdings, Inc. (“Rafael”), Tandem Therapeutics, Inc., a wholly owned subsidiary of Rafael (“First Merger Sub”), and Tandem Therapeutics, LLC, a wholly owned subsidiary of Rafael (“Second Merger Sub”), as may be amended from time to time (the “Merger Agreement”), pursuant to which, at the First Effective Time (as defined therein), First Merger Sub will merge with and into Cyclo (the “First Merger”), and First Merger Sub will cease to exist, and Cyclo will become a wholly owned subsidiary of Rafael, and (ii) immediately following the First Merger, Cyclo will merge with and into Second Merger Sub, with Second Merger Sub being the Surviving Entity (as defined herein) of the subsequent merger (the “Second Merger” and together with the First Merger, the “Merger”), and all related transactions contemplated thereby. A copy of the Merger Agreement is attached as Annex A to the joint proxy statement/prospectus accompanying this notice. This proposal is referred to as the “Cyclo Merger Proposal.”

•        Cyclo Proposal 2:    To approve the adjournment from time to time of the Cyclo Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Cyclo Special Meeting to approve the Cyclo Merger Proposal or if there are insufficient shares of Cyclo Common Stock present or represented by proxy at the Cyclo Special Meeting to constitute a quorum at the Cyclo Special Meeting or any adjournment or postponement thereof. This proposal is referred to as the “Cyclo Adjournment Proposal.”

Cyclo will transact no other business at the Cyclo Special Meeting except such business as may properly be brought before the Cyclo Special Meeting or any adjournment or postponement thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Cyclo Special Meeting.

If you wish to attend the special meeting in person, you must pre-register, as described in more detail in the accompanying joint proxy statement/prospectus. If you have any questions regarding the accompanying joint proxy statement/prospectus, you may contact Okapi Partners LLC, Cyclo’s proxy solicitor, by emailing info@okapipartners.com or calling toll-free at (877) 566-1922. For banks, brokers, and other nominees, call (212) 297-0720.

At a meeting of the Cyclo board of directors (the “Cyclo Board”) held on August 21, 2024, the Cyclo Board (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair and in the best interests of Cyclo and its stockholders, (2) approved and adopted, pursuant to Section 92A.120 of the Nevada Revised Statutes, the Merger Agreement and the transactions contemplated thereby, (3) directed that the adoption of the Merger Agreement be submitted to a vote of Cyclo’s stockholders at a meeting of Cyclo’s stockholders, (4) subject to the terms and conditions of the Merger Agreement, recommended that Cyclo’s stockholders approve the adoption of the Merger Agreement and approve the Merger on the terms and subject to the conditions set forth in the Merger Agreement, and (5) authorized and approved all other matters reasonably required to consummate the Merger.

The Cyclo Board recommends that Cyclo stockholders vote “FOR” the Cyclo Merger Proposal and, if necessary, “FOR” the Cyclo Adjournment Proposal.

Holders of record of shares of Cyclo Common Stock, at the close of business on [•], 2025 (the “Cyclo record date”), are entitled to notice of, and may vote at, the Cyclo Special Meeting and any adjournment of the Cyclo Special Meeting. A list of Cyclo stockholders entitled to vote at the Cyclo Special Meeting will be available for inspection at Cyclo’s principal place of business, located at 6714 NW 16th Street, Suite B, Gainesville, FL 32653, at least 10 days prior to the date of the Cyclo Special Meeting and continuing through the date thereof for any purpose germane to the Cyclo Special Meeting, between the hours of 9:00 a.m. and 5:00 p.m. (Eastern Time).

Approval of the Cyclo Merger Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Cyclo Common Stock entitled to vote thereon. Approval of the Cyclo Adjournment Proposal requires the affirmative vote of Cyclo stockholders representing a majority of the voting power of the shares of Cyclo Common Stock present in person or represented by proxy at the Cyclo Special Meeting and entitled to vote thereon.

Your vote is important. Whether or not you expect to attend the Cyclo Special Meeting in person, you are urged to vote your shares as promptly as possible by (1) accessing the Internet website specified on your proxy card; or (2) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Cyclo Special Meeting. If your shares are held in street name through a bank, broker, or other nominee, please follow the instructions on the voting instruction card furnished to you by the record holder. Your bank, broker, or other nominee may have an earlier deadline by which you must provide instructions as to how to vote your shares of Cyclo Common Stock, so you should read carefully the materials provided to you by your bank, broker or other nominee. If your shares are registered directly in your name with Cyclo’s transfer agent, Vstock Transfer, LLC, you are considered, with respect to those shares, to be the stockholder of record. In such case, these proxy materials are being sent directly to you.

[•], 2025

We are pleased to invite you to attend the Cyclo Special Meeting in person. Whether or not you expect to attend the Cyclo Special Meeting in person, please complete, date, sign and return the proxy card that may be delivered to you or vote via the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Cyclo Special Meeting. Even if you have voted by proxy, you may still vote if you attend the Cyclo Special Meeting. Please note, however, that if your shares are held of record by a bank, broker or other nominee and you wish to vote at the Cyclo Special Meeting, you may be instructed to obtain a legal proxy form from your bank, broker or other nominee and to submit a copy in advance of the Cyclo Special Meeting.

DEFINED TERMS

Unless otherwise indicated or the context requires, any reference in this joint proxy statement/prospectus to:

•        “Cyclo” refers to Cyclo Therapeutics, Inc., a Nevada corporation;

•        “Cyclo Charter” refers to the Amended and Restated Articles of Incorporation in effect immediately prior to the First Effective Time (as defined in the Merger Agreement);

•        “Cyclo Common Stock” refers to the common stock, $0.0001 par value per share, of Cyclo;

•        “Cyclo Preferred Stock” refers to the “blank check” preferred stock of Cyclo;

•        “Cyclo Public Warrants” refers to public warrants to purchase shares of Cyclo Common Stock that are currently listed on Nasdaq under the ticker symbol “CYTHW”;

•        “Cyclo Special Meeting” refers to the Cyclo stockholder meeting that will be held on [•], 2024, at [•], Eastern Time, at the offices of Fox Rothschild LLP, 101 Park Avenue, 17th Floor, New York, New York 10178;

•        “Cyclo Stockholder Approval” refers to the approval by Cyclo stockholders of the Merger Agreement;

•        “dollars” or “$” refers to U.S. dollars;

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

•        “Exchange Ratio” refers to a ratio that values each share of Cyclo Common Stock at $0.95 and values Rafael at the combined value of its cash, cash equivalents, marketable securities, real estate and certain other financial holdings less certain of its current liabilities. The Exchange Ratio is described in more detail in the section entitled “The Merger Agreement — Merger Consideration” beginning on page 79 of the accompanying joint proxy statement/prospectus;

•        “First Merger” refers to First Merger Sub merging with and into Cyclo with Cyclo being the surviving entity, and becoming a wholly owned subsidiary of Rafael;

•        “First Merger Sub” refers to Tandem Therapeutics, Inc., a Nevada corporation and a wholly-owned subsidiary of Rafael;

•        “Lock-Up Agreements” refers to the lock-up agreements between certain stockholders of Cyclo and Rafael providing for post-closing restrictions on the ability of such individuals with respect to the transfer of shares of Rafael Class B Common Stock to be issued to them pursuant to the Merger Agreement and/or otherwise owned, as applicable, in substantially the form included as Annex B to this joint proxy statement/prospectus;

•        “Merger” refers to, collectively, the First Merger and the Second Merger;

•        “Merger Agreement” refers to the Agreement and Plan of Merger, dated as of August 21, 2024, by and among Rafael, Merger Subs and Cyclo, a copy of which is annexed hereto as Annex A-1 and amended as of December 18, 2024 by an Amendment to Agreement and Plan of Merger, a copy of which is annexed hereto as Annex A-2 and filed as Exhibit 2.2;

•        “Merger Subs” refers to First Merger Sub and Second Merger Sub;

•        “Rafael” refers to Rafael Holdings, Inc., a Delaware corporation;

•        “Rafael Bylaws” refers to the Amended and Restated Bylaws of Rafael;

•        “Rafael Charter” refers to the Amended and Restated Certificate of Incorporation of Rafael in effect immediately prior to the First Effective Time;

•        “Rafael Class A Common Stock” refers to Rafael’s Class A common stock, par value $0.01 per share, the holders of which are entitled to three votes per share;

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Rafael and Cyclo from documents that Rafael and Cyclo, respectively, have filed or will file with the SEC that are not included in or delivered with this joint proxy statement/prospectus. For additional information on the documents incorporated by reference in this joint proxy statement/prospectus, see the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference in this joint proxy statement/prospectus by requesting them in writing or by telephone using the following contact information, or free of charge on the SEC website, www.sec.gov.

If you would like to request documents from Rafael or Cyclo, please send a request in writing or by telephone to the appropriate company at the following addresses and telephone numbers.

Rafael stockholders and Cyclo stockholders may also consult the websites of Rafael and Cyclo, respectively, for more information concerning the Merger and other transactions described in the accompanying joint proxy statement/prospectus. The website of Rafael is https://www.rafaelholdings.com/ and the website of Cyclo is https://cyclotherapeutics.com/. Information included on these websites is not incorporated by reference into the accompanying joint proxy statement/prospectus.

If you would like to request any documents, you must do so by [•], 2024, or the date that is five business days before the date of the Special Meetings, in order to receive them before the relevant Special Meeting.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE SPECIAL MEETINGS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Transactions and the special meetings of stockholders of Rafael and Cyclo (collectively, the “Special Meetings”). These questions and answers only highlight some of the information contained in this joint proxy statement/prospectus. They may not contain all the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the Annexes and the documents incorporated by reference into this joint proxy statement/prospectus, to understand fully the proposed transactions and the voting procedures for the meetings. See “Where You Can Find More Information” beginning on page 138 of this joint proxy statement/prospectus.

Q:     What is the Merger Agreement and the Transactions?

A:     On August 21, 2024, Rafael, First Merger Sub, Second Merger Sub and Cyclo entered into the Merger Agreement. The Merger Agreement provides for, among other things, the merger of First Merger Sub with and into Cyclo (the “First Merger”), the merger of Cyclo (as the surviving entity of the First Merger) with and into Second Merger Sub with Second Merger Sub being the Surviving Entity (the “Second Merger” and together with the First Merger, the “Merger”). At the effective time of the Second Merger, the limited liability company agreement of Second Merger Sub will be amended and restated to be the limited liability company agreement of the Surviving Entity.

Concurrently with the execution of the Merger Agreement, certain key affiliates of both Rafael and Cyclo entered into binding commitments to support the Merger. A Support Agreement was executed by Howard Jonas, Rafael’s controlling stockholder, and Voting Agreements were executed by affiliates and other related parties of Cyclo. In addition, certain key affiliates of Cyclo entered into Lock-Up Agreements, which contain certain restrictions on the transfer of Rafael Class B Common Stock received in the Merger for a period of six months following the closing of the Merger.

As a result of the Transactions, at the First Effective Time, each outstanding share of Cyclo Common Stock will be automatically cancelled and retired and cease to exist, and will entitle the holder to receive a number of shares of Rafael Class B Common Stock according to the Exchange Ratio. The Exchange Ratio will be based upon a price for Cyclo Common Stock of $0.95 per share and (A) the sum of (i) Rafael’s cash, cash equivalents and marketable securities, (ii) certain other assets of Rafael and (iii) the amounts loaned by Rafael to Cyclo prior to closing of the Merger, less (B) certain current liabilities of Rafael, and the number of shares of Rafael capital stock outstanding at the closing of the Merger. See “The Merger Agreement” beginning on page 78 of this joint proxy statement/prospectus.

All compensatory options to purchase Cyclo Common Stock will automatically be converted into options to acquire, on substantially similar terms and conditions, a number of shares of Rafael Class B Common Stock (rounded down to the nearest whole share), at an adjusted exercise price per share based upon the Exchange Ratio (rounded up to the nearest whole cent).

Unless otherwise provided for in outstanding warrant agreements, all outstanding warrants to purchase Cyclo Common Stock (other than those held by Rafael which will be cancelled) will automatically be converted into warrants to purchase a number of shares of Rafael Class B Common Stock, at an adjusted exercise price per share based upon the Exchange Ratio. Certain holders of Cyclo warrants, representing 5,498,914 Cyclo warrant shares, have the right to elect to receive cash payment in an amount equal to the Black Scholes Value (as defined in the applicable warrants) of the unexercised portion of their warrants on the date of consummation of the Merger in lieu of receiving warrants to purchase Rafael Class B Common Stock.

Holders of Cyclo Public Warrants will receive Rafael Public Warrants in exchange for their Cyclo Public Warrants. The Rafael Public Warrants, and the shares of Rafael Class B Common Stock issuable on exercise thereof, are being registered as part of this Registration Statement.

Q:     Why am I receiving this joint proxy statement/prospectus?

A:     You are receiving this joint proxy statement/prospectus because you are a holder of either Rafael Common Stock or Cyclo Common Stock. Rafael and Cyclo have entered into the Merger Agreement, pursuant to which, on the terms and subject to the conditions included in the Merger Agreement, Rafael has agreed to acquire Cyclo by means of the Merger. The Merger Agreement, which governs the terms of the Merger, is annexed to this joint proxy statement/prospectus as Annex A.

Rafael.    The issuance of shares of Rafael Class B Common Stock in connection with the Merger must be approved by the Rafael stockholders in accordance with Section 312 of the NYSE Listed Company Manual in order for the Merger to be consummated. The Rafael Special Meeting is being held to obtain that approval. Rafael encourages you to submit a proxy to have your shares of Rafael Common Stock voted as soon as possible.

Cyclo.    The Merger Agreement must be adopted by the Cyclo stockholders in accordance with Nevada Corporate Law in order for the Merger to be consummated. The Cyclo Special Meeting is being held to obtain that approval. Your vote is very important. Cyclo encourages you to submit a proxy to have your shares of Cyclo Common Stock voted as soon as possible.

Q:     When were the enclosed solicitation materials first made available to Rafael and Cyclo stockholders?

A:     The enclosed materials were first made available to Rafael and Cyclo stockholders on or about [•], 2024.

Q:     When and where will the Special Meetings be held?

A:     Rafael.    The Rafael Special Meeting will be held on [•], 2024, at [•] a.m., Eastern Time, at 520 Broad Street, Newark, New Jersey 07102.

Cyclo.    The Cyclo Special Meeting will be held on [•], 2024, at [•], Eastern Time, at the offices of Fox Rothschild LLP, 101 Park Avenue, 17th Floor, New York, New York 10178.

Q:     What will Rafael stockholders receive as consideration in the Merger?

A:     Rafael stockholders will not receive Merger consideration and, other than issuance of shares of Rafael Class B Common Stock to holders of Cyclo Common Stock, and the issuance of options and warrants to purchase Rafael Class B Common Stock to holders of options and warrants to purchase Cyclo Common Stock and the resulting dilution, the Merger will have no impact on the outstanding capital stock of Rafael, and each share of Rafael Common Stock that is issued and outstanding as of immediately prior to the First Effective Time of the Merger, will continue to remain outstanding. See “The Merger Agreement — Merger Consideration” beginning on page 79 of this joint proxy statement/prospectus.

Q:     What will Cyclo stockholders receive as consideration in the Merger?

A:     As a result of the Transactions, at the First Effective Time, each outstanding share of Cyclo Common Stock will be automatically cancelled and retired and cease to exist, and will entitle the holder to receive a number of shares of Rafael Class B Common Stock according to the Exchange Ratio.

The Exchange Ratio values (i) each share of Cyclo Common Stock at $0.95, which represents an approximately seventy-five percent (75%) discount to the trading price of the Cyclo Common Stock on August 21, 2024, the date on which Cyclo and Rafael entered into the Merger Agreement and (ii) Rafael at the combined value of its cash, cash equivalents, marketable securities, real estate and certain other financial holdings plus amounts loaned by Rafael to Cyclo between the signing of the Merger Agreement and the closing of the Merger, less certain of Rafael’s current liabilities. The Exchange Ratio will be determined as of the time of the closing of the Merger and the number of shares of Rafael Class B Common Stock that the Cyclo stockholders will receive will depend on the specified assets and liabilities at that time as well as the number of shares of Rafael Class B Common Stock outstanding. At the time the Merger Agreement was entered into, the Exchange Ratio was estimated to be 0.3112 shares of Rafael Class B Common Stock for each share of Cyclo Common Stock based on the information regarding Rafael’s specified assets and liabilities and Class B Common Stock outstanding at that time. The actual Exchange Ratio will depend on the final determination of the variables used to calculate the Exchange Ratio at the time of the closing of the Merger. See “The Merger Agreement — Merger Consideration.” As of November 11, 2024, the estimated Exchange Ratio was 0.3202, which was based on the value at that date of certain metrics that will impact the actual Exchange Ratio. Based on an estimated Exchange Ratio of 0.3202, Cyclo stockholders would own approximately 20.5% of the outstanding Rafael Common Stock and approximately 11.8% of the voting power of such Rafael Common Stock because each share of Rafael Class B Common Stock to be issued to the Cyclo stockholders in the Merger is entitled to one-tenth (1/10) of a vote per share as compared to shares of Rafael Class A Common Stock which are entitled to three (3) votes per share.

See “The Merger Agreement — Merger Consideration” beginning on page 79 of this joint proxy statement/prospectus.

Q:     What will happen to outstanding Cyclo Warrants in the Merger?

A:     Unless otherwise provided for in the outstanding warrant agreements, all outstanding Cyclo warrants (other than those held by Rafael, which will be cancelled) will automatically be converted into Rafael warrants, at an adjusted exercise price per share based upon the Exchange Ratio. Certain holders of Cyclo warrants representing 5,498,914 Cyclo warrant shares will have the right to elect to receive cash payment in an amount equal to the Black Scholes Value of the unexercised portion of their warrants on the date of consummation of the Merger in lieu of receiving Rafael warrants. Holders of Cyclo Public Warrants will receive Rafael Public Warrants in exchange for their Cyclo Public Warrants. The Rafael Public Warrants, and the shares of Rafael Class B Common Stock issuable on exercise thereof, are being registered as part of this Registration Statement. See “The Merger Agreement — Treatment of Cyclo Warrants and Cyclo Options” beginning on page 80 of this joint proxy statement/prospectus.

Q:     What will happen to outstanding Cyclo options in the Merger?

A:     At the First Effective Time, all compensatory options to purchase Cyclo Common Stock will be automatically converted into options to purchase, on substantially similar terms and conditions, a number of shares of Rafael Class B Common Stock (rounded down to the nearest whole share) at an adjusted exercise price per share based upon the Exchange Ratio (rounded up to the nearest whole cent). See “The Merger Agreement — Treatment of Cyclo Warrants and Cyclo Options” beginning on page 80 of this joint proxy statement/prospectus.

Q:     What are the expected federal income tax consequences to Cyclo stockholders?

A:     The Merger is intended to qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Code and, if it so qualifies, it is expected that the Cyclo stockholders will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of Rafael Class B Common Stock in exchange for Cyclo Common Stock pursuant to the Merger. Please see the information under the section entitled “Material U.S. Federal Income Tax Consequences” below for a more detailed summary of the U.S. federal income tax consequences of the Merger.

Q:     When is the Merger expected to be completed?

A:     Pursuant to the terms of the Merger Agreement, the Transactions are to be completed on or prior to February 15, 2025 (the “End Date”). However, no assurance can be provided as to when or if the Transactions will be completed. The Rafael Stockholder Approval and the Cyclo Stockholder Approval must be obtained, and other conditions specified in the Merger Agreement must be satisfied or, to the extent applicable, waived prior to the consummation of the Transactions.

Q:     What conditions must be satisfied to complete the Merger?

A:     Conditions Precedent to Obligations of Each Party.    The obligations of each of Rafael, Merger Subs and Cyclo to complete the Merger are subject to the satisfaction (or waiver to the extent permissible under the Merger Agreement or applicable law) on or prior to the Closing of each of the following conditions:

•        Effectiveness of Form S-4 Registration Statement.    The Registration Statement with respect to the Rafael Class B Common Stock to be issued to Cyclo Stockholders, the Rafael Public Warrants and the Rafael Class B Common Stock underlying the Rafael Public Warrants shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect, and no proceedings for that purpose shall be pending or threatened in writing by the SEC and not withdrawn or lapsed.

•        No Restraints.    No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction and remain in effect, and no material Law shall have been enacted since the date of the Merger Agreement that makes consummation of the Merger illegal.

•        Stockholder Approval.    Cyclo and Rafael shall have obtained the Required Cyclo Stockholder Vote and the Required Rafael Stockholder Vote, respectively.

Conditions Precedent to Obligations of Rafael and Merger Subs.    The obligations of Rafael and Merger Subs to consummate the Merger are subject to the satisfaction (or waiver by Rafael), at or prior to the Closing, of each of the following conditions:

•        Accuracy of Cyclo Representations and Warranties.    The Specified Representations of Cyclo that are qualified by materiality or Cyclo Material Adverse Effect shall be true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date with the same effect as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date). The Specified Representations of Cyclo that are not qualified by materiality or Cyclo Material Adverse Effect shall be true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date with the same effect as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). The other representations and warranties of Cyclo set forth in Section 2 of the Merger Agreement (Representations and Warranties of the Company) shall be true and correct (without giving effect to any limitation as to materiality or Cyclo Material Adverse Effect set forth therein) as of the date of the Merger Agreement and of the Closing Date with the same effect as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Cyclo Material Adverse Effect.

•        Cyclo Performance of Covenants.    Cyclo shall have performed and complied with, in all material respects, all of its covenants under the Merger Agreement at or before the Closing (to the extent that such covenants require performance by Cyclo at or before the Closing).

•        No Governmental Litigation.    There shall not be pending any lawsuit or other Legal Proceeding challenging the Merger that (a) has been commenced by a Governmental Body of competent jurisdiction and (b) could reasonably be expected to result in an injunction or judgment in favor of such Governmental Body that would prevent consummation of the Merger.

•        Agreements and Documents.    Rafael shall have received the following agreements and documents, each of which shall be in full force and effect:

(a)    the Director Resignations;

(b)    the Statement of Merger, executed by Cyclo;

(c)    a good standing certificate of Cyclo from the Secretary of State of the State of Nevada dated within seven days prior to the Closing Date; and

(d)    the Voting Agreements and the Lock-Up Agreements duly executed by each party thereto (other than Rafael).

•        Cyclo Closing Certificate.    As of the Closing, the President or Chief Financial Officer of Cyclo shall have delivered to Rafael the Cyclo Officers Certificate to the effect that each of the conditions specified in the Merger Agreement (Accuracy of Cyclo Representations and Warranties), (Cyclo Performance of Covenants) and (No Material Adverse Effect) is satisfied in all respects.

•        Consents and Assignments.    As of the Closing, Cyclo shall have received all consents and assignments as may be required to effectuate the Transactions.

•        No Cyclo Material Adverse Effect.    Since the date of the Merger Agreement, no Cyclo Material Adverse Effect shall have occurred that is continuing.

Conditions Precedent to Obligations of Cyclo.    The obligation of Cyclo to consummate the Merger is subject to the satisfaction (or waiver by Cyclo), at or prior to the Closing, of the following conditions:

•        Accuracy of Rafael Representations and Warranties.    The Specified Representations of Rafael that are qualified by materiality or Rafael Material Adverse Effect shall be true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date with the same effect as though made

on and as of the Closing (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date). The Specified Representations of Rafael that are not qualified by materiality or Rafael Material Adverse Effect shall be true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date with the same effect as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). The other representations and warranties of Rafael and Merger Subs set forth in Section 3 of the Merger Agreement (Representations and Warranties of the Rafael and Merger Subs) shall be true and correct (without giving effect to any limitation as to materiality or Rafael Material Adverse Effect set forth therein) as of the date of the Merger Agreement and as of the Closing Date with the same effect as though made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Rafael Material Adverse Effect.

•        Rafael Performance of Covenants.    Rafael and Merger Subs shall have performed and complied with, in all material respects, all of their respective covenants under the Merger Agreement at or before the Closing (to the extent that such covenants require performance by Rafael or Merger Subs at or before the Closing).

•        No Governmental Litigation.    There shall not be pending before any court of competent jurisdiction any lawsuit or other Legal Proceeding challenging the Merger that has been commenced by a Governmental Body.

•        No Material Adverse Effect.    Since the date of the Merger Agreement, no Rafael Material Adverse Effect shall have occurred that is continuing.

•        Rafael Closing Certificate.    An authorized officer of Rafael and Merger Subs shall have delivered to Cyclo the Rafael Officers Certificate to the effect that each of the conditions specified in the sections Accuracy of Rafael Representations and Warranties, Rafael Performance of Covenants and No Rafael Material Adverse Effect of the Merger Agreement is satisfied in all respects.

•        Support Agreement.    Cyclo shall have received the Support Agreement executed by Howard Jonas which shall be in full force and effect.

•        Employment Agreements and Offer Letters.    The Surviving Entity shall have entered into written employment agreements with each of the Key Employees and provided written offer letters to the remaining two Continuing Employees of Cyclo on the same or better terms as those contained in the current agreements or arrangements, as the case may be.

•        Stock Exchange Listing.    The shares of Rafael Class B Common Stock issuable, and required to be reserved for issuance, in connection with the Merger and the Rafael Public Warrants and the Rafael Class B Common Stock underlying the Rafael Public Warrants shall have been approved for listing on the NYSE, subject to official notice of issuance.

See “The Merger Agreement — Conditions to the Merger” beginning on page 90 of this joint proxy statement/prospectus.

Q:     “What Interests May Certain Persons be Deemed to Have in the Merger”

A:     Certain Cyclo Board members and executive officers may be deemed to have interests in the Merger that are in addition to, or different from, the interests of other Cyclo stockholders generally. In particular, two of Cyclo’s directors, William Conkling, Rafael’s Chief Executive Officer, and Dr. Vivien Wong, are designees of Rafael to Cyclo’s board, Mr. Conkling and Dr. Wong hold shares of Cyclo Common Stock and vested options to purchase shares of Cyclo Common Stock. Each Cyclo option and warrant held by Cyclo directors and officers will receive the treatment described in the section entitled “The Merger Agreement — Treatment of Cyclo Equity Awards” and, as a condition to the Closing of the Merger, the executive officers of Cyclo will be entering into employment agreements with the Surviving Entity on similar terms as those contained in their current employment agreements with Cyclo. See The Merger — Existing Cyclo Executive Employment Agreements.

In addition, effective at the Closing, Mr. Conkling will be appointed the sole director of the Surviving Entity and Markus W. Sieger, the Chairman of the Board of Cyclo, will be appointed a director of Rafael. See “The Merger — Interests of Certain Person in the Transactions — Cyclo.”

Rafael owns and is entitled to vote 9,029,940 shares of Cyclo Common Stock, representing 31.2% of the voting power of the outstanding shares of Cyclo Common Stock.

Q:     Who will serve as the management of Rafael and the Surviving Entity following the Transactions?

A:     Following the consummation of the Transactions, the managers and officers of the Surviving Entity, each to hold office in accordance with the articles of organization and limited liability company agreement of the Surviving Entity, shall be William Conkling, Scott M. Fine, Joshua M. Fine, Jeffrey L. Tate and Michael Lisjak, in addition to Joyce Mason who will serve as Secretary of the Surviving Entity. The Merger Agreement does not provide for any changes in the currently existing management of Rafael.

Q:     How will the companies operate post-merger?

A:     It is Rafael’s current plan that, following completion of the Merger, Cyclo’s business will be operated in the Surviving Entity, as a stand-alone limited liability company as a subsidiary of Rafael. The current members of Cyclo’s management and other employees will continue to serve in their current positions, except that they will be officers and employees of the Surviving Entity. William Conkling, Rafael’s Chief Executive Officer, will be the sole “manager” of the Surviving Entity, and the officers of the Surviving Entity will report to him. Following completion of the Merger, Rafael intends to focus its efforts on Trappsol® Cyclo™ as its lead clinical program. In furtherance of that focus, Rafael intends to review its other activities to determine those with the greatest prospect of positive development or commercialization in the near to medium term, and allocate its resources accordingly, curtailing or ceasing efforts where warranted to ensure that it has the resources necessary to support its efforts with regard to Trappsol® Cyclo™.

Q:     Following the Transactions, will Rafael Class B Common Stock continue to trade on a stock exchange?

A:     Yes. Rafael Class B Common Stock is currently listed on the NYSE under the symbol “RFL”. Following the consummation of the Transactions, it is expected that Rafael Class B Common Stock will continue to be listed on the NYSE.

Q:     What Rafael vote is required to approve each Rafael Proposal?

A:     Your vote “FOR” each proposal presented at the Rafael Special Meeting is important, and you are encouraged to submit a proxy to ensure your vote is received on the following proposals, each of which require the affirmative vote of the holders of a majority of votes cast by the stockholders present in person or represented by proxy and entitled to vote thereon as of the record date for the Rafael Special Meeting.

•        Rafael Proposal 1 (Rafael Share Issuance Proposal):    Approval of the issuance of shares of Rafael Class B Common Stock in exchange for shares of Cyclo Common Stock in connection with the Merger.

•        Rafael Proposal 2 (Rafael Adjournment Proposal):    Approval of the adjournment of the Rafael Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are insufficient votes present in person or by proxy for, or otherwise in connection with, the approval of the Rafael Share Issuance Proposal.

The approval of the Rafael Share Issuance Proposal as well as the Rafael Adjournment Proposal (together, the “Rafael Proposals”) requires the affirmative vote of the holders of a majority of votes cast by the stockholders present in person or represented by proxy and entitled to vote thereon at the Rafael Special Meeting.

Any abstention by a Rafael stockholder or failure of any Rafael stockholder to submit a vote will have the same effect as voting against the Rafael Proposals. Any broker non-votes will have no effect on the outcome of the Rafael Proposals. In connection with the Rafael Share Issuance Proposal, it is expected that Howard Jonas, the Chairman of Rafael and a member of the Board of Directors, along with certain of his family members and affiliates, who hold a majority of the votes required for approval of the Rafael Proposals will vote all their shares of Rafael Common Stock for the Rafael Proposals. Therefore, their votes will be sufficient to approve each of the proposals described above. Howard Jonas, Rafael’s controlling stockholder, entered into a Support Agreement,

which is attached as Annex C to this joint proxy statement/prospectus. Under this agreement, Howard Jonas has agreed to vote in favor of the issuance of the shares of Rafael Class B Common Stock to Cyclo stockholders in connection with the Merger and to take other actions in furtherance thereof.

Q:     What Cyclo vote is required to approve each Cyclo Proposal?

A:     Your vote “FOR” each proposal presented at the Cyclo Special Meeting is very important, and you are encouraged to submit a proxy as soon as possible.

•        Cyclo Proposal 1 (Cyclo Merger Proposal):    Approval of the Cyclo Merger Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Cyclo Common Stock entitled to vote thereon. Failure to vote at the Cyclo Special Meeting or vote by proxy at the Cyclo Special Meeting, abstentions, and broker non-votes (if any) will have the same effect as a vote against the Cyclo Merger Proposal. Shares of Cyclo Common Stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon.

•        Cyclo Proposal 2 (Cyclo Adjournment Proposal):    Approval of the Cyclo Adjournment Proposal requires the affirmative vote of Cyclo stockholders representing a majority of the voting power of the shares of Cyclo Common Stock present in person or represented by proxy at the Cyclo Special Meeting and entitled to vote thereon. For the Cyclo Adjournment Proposal, abstentions will have the same effect as a vote against the proposal, and broker non-votes will have no effect on the outcome of the proposal. Shares of Cyclo Common Stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon.

Q:     How does the Rafael board of directors (the “Rafael Board” or the “Rafael Board of Directors”) recommend that I vote?

A:     The Rafael Board, after considering various factors, including those described under “Rafael Share Issuance Proposal: To approve the issuances of Rafael Class B Common Stock in connection with the Merger,” has unanimously approved the Rafael Share Issuance Proposal and determined that the issuances are fair to, and in the best interests of, Rafael and its stockholders and recommends that Rafael stockholders approve the Rafael Share Issuance Proposal.

Accordingly, the Rafael Board recommends that Rafael stockholders vote:

•        “FOR” Rafael Share Issuance Proposal and, if necessary, “FOR” the Rafael Adjournment Proposal.

Q:     How does the Cyclo board of directors (the “Cyclo Board” or “the Cyclo Board of Directors”) recommend that I vote?

A:     At a meeting of the Cyclo Board held on August 21, 2024, the Cyclo Board (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair and in the best interests of Cyclo and its stockholders, (2) approved and adopted, pursuant to Section 92A.120 of the Nevada Revised Statutes, the Merger Agreement and the transactions contemplated thereby, (3) directed that the adoption of the Merger Agreement be submitted to a vote of Cyclo’s stockholders at a meeting of Cyclo’s stockholders, (4) subject to the terms and conditions of the Merger Agreement, recommended that Cyclo’s stockholders approve the adoption of the Merger Agreement and approve the Merger on the terms and subject to the conditions set forth in the Merger Agreement, and (5) authorized and approved all other matters reasonably required to consummate the Merger.

Accordingly, the Cyclo Board recommends that Cyclo stockholders vote “FOR” the Cyclo Merger Proposal and, if necessary, “FOR” the Cyclo Adjournment Proposal.

Q:     What happens if the Merger is not completed?

A:     If the Rafael Proposals are not approved and adopted by Rafael stockholders or if the Merger is not approved by the Cyclo stockholders, or the Merger is not completed for any other reason, Cyclo stockholders will not receive any shares of Rafael Class B Common Stock for shares of Cyclo Common Stock they own. Rafael Class B Common

Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and Rafael will continue to file periodic reports with the SEC on account of Rafael Class B Common Stock. Cyclo will remain an independent public company and Cyclo Common Stock will continue to be listed and traded on the Nasdaq.

Q:     Am I entitled to vote at the Special Meeting?

A:     Rafael stockholders.    Only Rafael stockholders of record on [•], 2024, the record date for the Rafael Special Meeting, are entitled to receive notice of and to vote at the Rafael Special Meeting. As of the close of business on [•] 2024, there were 787,163 issued and outstanding shares of Rafael Class A Common Stock and [•] issued and outstanding shares of Rafael Class B Common Stock entitled to vote at the Rafael Special Meeting. Rafael stockholders are entitled to three votes for each share of Class A Common Stock held by them and one-tenth of one vote for each share of Class B Common Stock held by them. The holders of Rafael Class A Common Stock and Rafael Class B Common Stock will vote as a single body on all matters presented to the Rafael stockholders at the Rafael Special Meeting.

Cyclo stockholders.    Only Cyclo stockholders of record on [•], 2024, the record date for the Cyclo Special Meeting, are entitled to receive notice of and to vote at the Cyclo Special Meeting. As of the close of business on [•], 2024, there were 28,768,055 issued and outstanding shares of Cyclo Common Stock entitled to vote at the Cyclo Special Meeting, with Cyclo stockholders entitled to one vote for each share of Cyclo Common Stock held by them.

Q:     What constitutes a quorum at the Special Meetings?

A:     Quorum for Rafael.    In order for business to be conducted at the Rafael Special Meeting, a quorum must be present. A quorum at the Rafael Special Meeting requires the presence, in person or by proxy, of a majority of all the voting power of all shares entitled to vote at the Rafael Special Meeting, present in person or by proxy. Abstentions and broker non-votes will be counted towards a quorum. At the close of business on [•], 2024, the record date for the Rafael Special Meeting, there were 787,163 shares of Rafael Class A Common Stock outstanding and [•] shares of Rafael Class B Common Stock outstanding.

Quorum for Cyclo.    In order for business to be conducted at the Cyclo Special Meeting, a quorum must be present. A quorum at the Cyclo Special Meeting requires the presence of the holders of one-third of the voting power of Cyclo, present in person or represented by proxy. Shares of Cyclo Common Stock represented at the Cyclo Special Meeting by attendance in person or by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an abstention from voting, will be counted for the purposes of determining a quorum. However, because all of the proposals for consideration at the Cyclo Special Meeting are considered non-routine matters, shares held in street name will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the Cyclo Special Meeting. At the close of business on [•], 2024, the record date for the Cyclo Special Meeting, there were [•] shares of Cyclo Common Stock outstanding.

Q:     What do I need to do now?

A:     After you have carefully read and considered the information contained in or incorporated by reference into this joint proxy statement/prospectus, please submit your proxy via the Internet in accordance with the instructions set forth on the enclosed proxy card, or complete, sign, date and return the enclosed proxy card in the postage-prepaid envelope provided as soon as possible so that your shares will be represented and voted at the applicable Special Meeting.

Additional information on voting procedures can be found under the sections titled “The Special Meeting of Rafael’s Stockholders” and “The Special Meeting of Cyclo’s Stockholders.”

Q:     How will my proxy be voted?

A:     If you submit your proxy via the Internet or by completing, signing, dating and returning the enclosed proxy card, your proxy will be voted in accordance with your instructions.

Rafael.    If you are a registered stockholder of record and you return your signed proxy card but do not indicate your voting preference, the persons named in the proxy card will vote the shares represented by the proxy as recommended by the Rafael Board. Please note that you may not vote shares held in “street name” by returning

a proxy card directly to Rafael, or by voting in person at the Rafael Special Meeting, unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee. If you hold your shares in the name of a broker, bank or other nominee and you do not instruct your broker, bank or nominee how to vote your shares, your broker may not vote your shares of Rafael Common Stock, which will have the no effect on the outcome of the Rafael Share Issuance Proposal or the Rafael Adjournment Proposal.

Cyclo.    If you are a registered stockholder of Cyclo and you return your signed proxy card without indicating your voting preference, the persons named in the proxy card will vote the shares represented by the proxy as recommended by the Cyclo Board. Please note that if your shares are held in “street name,” you cannot vote them by returning a proxy card directly to Cyclo or by voting in person at the Cyclo Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank, or nominee. If you hold your shares in the name of a broker, bank, or other nominee and do not instruct them on how to vote your shares, your broker may not vote your shares of Cyclo Common Stock, which will have the same effect as a vote “AGAINST” the Merger.

Additional information on voting procedures can be found under the sections titled “The Special Meeting of Rafael’s Stockholders” and “The Special Meeting of Cyclo’s Stockholders.”

Q:     Who will count the votes?

A:     Rafael.    The votes at the Rafael Special Meeting will be counted by an independent inspector of election appointed by the Rafael Board.

Cyclo.    The votes at the Cyclo Special Meeting will be counted by an independent inspector of election appointed by the Cyclo Board.

Q:     May I vote in person?

A:     Rafael.    Yes. If you are a stockholder of record of Rafael at the close of business on [•], 2024, you may attend the Rafael Special Meeting and vote your shares in person, in lieu of submitting your proxy by Internet or by completing, signing, dating and returning the enclosed proxy card.

If you are a beneficial holder of Rafael Common Stock, you are also invited to attend the Rafael Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Rafael Special Meeting unless you request and obtain a valid “legal proxy” from your broker, bank or nominee.

Cyclo.    Yes. If you are a stockholder of record of Cyclo at the close of business on [•], 2024, you may attend the Cyclo Special Meeting and vote your shares in person, in lieu of submitting your proxy by Internet or by completing, signing, dating and returning the enclosed proxy card.

If you are a beneficial holder of Cyclo Common Stock, you are also invited to attend the Cyclo Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Cyclo Special Meeting unless you request and obtain a valid “legal proxy” from your broker, bank or nominee.

Q:     What must I bring to attend the Special Meeting?

A:     Rafael.    Only Rafael stockholders of record, as of the close of business on the record date, beneficial owners of Rafael Common Stock as of the record date, holders of valid proxies for the Rafael Special Meeting, and invited guests of Rafael may attend the Rafael Special Meeting. All attendees should be prepared to present government-issued photo identification (such as a driver’s license or passport) for admittance. The additional items, if any, that attendees must bring depend on whether they are stockholders of record, beneficial owners or proxy holders.

Additional information on attending the Rafael Special Meeting can be found under the section titled “The Special Meeting of Rafael’s Stockholders.”

Cyclo.    Only Cyclo stockholders of record, as of the close of business on the record date, beneficial owners of Cyclo Common Stock as of the record date, holders of valid proxies for the Cyclo Special Meeting, and invited guests of Cyclo may attend the Cyclo Special Meeting. All attendees should be prepared to present government-issued photo identification (such as a driver’s license or passport) for admittance. The additional items, if any, that attendees must bring depend on whether they are stockholders of record, beneficial owners or proxy holders.

Additional information on attending the Cyclo Special Meeting can be found under the section titled “The Special Meeting of Cyclo’s Stockholders.”

Q:     What should I do if I receive more than one set of voting materials for the Special Meeting?

A:     Rafael.    You may receive more than one set of voting materials for the Rafael Special Meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your Rafael Common Stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form.

Cyclo.    You may receive more than one set of voting materials for the Cyclo Special Meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your Cyclo Common Stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form.

Q:     What is the difference between holding shares as a “stockholder of record” and holding shares as “beneficial owner” (or in “street name”)?

A:     Most stockholders are considered “beneficial owners” of their shares — they hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially or in “street name.”

Stockholder of Record:    If your shares are registered directly in your name with Rafael’s or Cyclo’s transfer agent, you are considered the “stockholder of record” with respect to those shares. As a stockholder of record, you have the right to grant your voting proxy directly to us by submitting your vote by written proxy or the Internet, or to vote in person at the meeting.

Beneficial Owner:    If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the proxy materials are being forwarded to you by your broker, bank or nominee. As a beneficial owner, you have the right to direct your broker, bank or nominee as to how to vote your shares if you follow the instructions you receive from your broker, bank, or nominee. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Special Meeting unless you request, complete and deliver the proper documentation provided by your broker, bank or nominee and bring it with you to the applicable Special Meeting.

Q:     What is a broker non-vote?

A:     If you are a beneficial owner of shares held in “street name” and do not provide your broker, bank or nominee with specific voting instructions, the broker, bank or nominee may generally vote on “routine” matters, but cannot vote on “non-routine” matters. If the broker, bank or nominee does not receive instructions from you on how to vote your shares on a non-routine matter, it will inform the inspector of election that it does not have authority to vote on this matter with respect to your shares. This is referred to as a “broker non-vote.”

You should instruct your broker, bank or other nominee how to vote your shares. It is expected that all proposals scheduled to be voted on at the Special Meetings will be “non-routine” matters and, as such, under the rules applicable to broker-dealers, your broker, bank or other nominee does not have discretionary authority to vote your shares on any of the proposals scheduled to be voted on at the Special Meetings. A broker non-vote will not be voted either for or against the Rafael Proposals or the Rafael Adjournment Proposal. Broker non-votes, if any, will have the same effect as a vote against the Cyclo Merger Proposal, and will have no effect on the outcome of the Cyclo Adjournment Proposal. Additional information on voting procedures can be found under the sections titled “The Special Meeting of Rafael’s Stockholders” and “The Special Meeting of Cyclo’s Stockholders.”

Q:     Can I revoke or change my vote?

A:     Yes. A stockholder of record may revoke or change a proxy before the proxy is exercised by filing with Rafael’s or Cyclo’s secretary a notice of revocation, by delivering to Rafael or Cyclo a new proxy, by attending the meeting and voting in person, or by re-voting via the Internet. Beneficial owners must follow instructions provided by their broker, bank or other nominee to revoke or change a proxy. A stockholder’s last timely vote, whether via the Internet or by mail, is the vote that will be counted.

A beneficial owner of Rafael’s or Cyclo’s Common Stock may change his, her or its voting instruction by submitting a new voting instruction to the broker, bank or other nominee that holds his, her or its shares of record or by requesting a “legal proxy” from such broker, bank or other nominee and voting in person at the Special Meeting. Additional information can be found under the sections titled “The Special Meeting of Rafael’s Stockholders” and “The Special Meeting of Cyclo’s Stockholders.”

Q:     What happens if I sell or otherwise transfer my shares of Rafael or Cyclo Common Stock before the Special Meeting?

A:     The record date for stockholders entitled to vote at the Special Meeting is [•], 2024, which is earlier than the date of the Special Meeting. If you sell or otherwise transfer your shares after the record date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies Rafael or Cyclo in writing of such special arrangements, you will retain your right to vote such shares at the Special Meeting but will otherwise transfer ownership of your shares of Rafael Class B Common Stock or Cyclo Common Stock.

Q:     Where can I find voting results of the Special Meetings?

A:     Rafael and Cyclo intend to announce preliminary voting results at their respective Special Meetings and publish the final results in Current Reports on Form 8-K to be filed with the SEC following the Special Meetings. All reports that Rafael or Cyclo file with the SEC are publicly available when filed. See “Where You Can Find More Information” beginning on page 138 of this joint proxy statement/prospectus.

Q:     Do stockholders have dissenters’ rights or appraisal rights?

A:     Rafael.    Under Delaware law, Rafael stockholders are not entitled to appraisal rights in connection with the Merger.

Cyclo.    Cyclo stockholders do not have appraisal rights under Nevada Law with respect to the matters to be voted on at the Cyclo Special Meeting.

For further information relating to appraisal and dissenters’ rights, see “No Appraisal Rights” beginning on page 134 of this joint proxy statement/prospectus.

Q:     How can I find more information about Rafael and Cyclo?

A:     You can find more information about Rafael and Cyclo in this joint proxy statement/prospectus and more information regarding Rafael or Cyclo from various sources described in the section titled “Where You Can Find More Information” beginning on page 138 of this joint proxy statement/prospectus.

RISK FACTORS

In addition to the other information contained or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 28 of this joint proxy statement/prospectus, you should carefully consider the following risk factors before deciding how to vote. You also should read and consider the risk factors associated with Rafael because these risk factors may affect the operations and financial results of Rafael. These risk factors may be found under Part I, Item 1A, “Risk Factors” in Rafael’s and Cyclo’s Annual Reports on Form 10-K for the years ended July 31, 2024 and December 31, 2023, respectively, which are on file with the SEC and incorporated by reference into this joint proxy statement/prospectus. Rafael or Cyclo may face additional risks and uncertainties that are not presently known to Rafael or Cyclo, or that Rafael or Cyclo currently deem immaterial, which may also impair Rafael’s or Cyclo’s business or financial conditions.

Risk Factors Related to the Transactions

The tax treatment of the Merger is complex.

The Merger is intended to constitute an integrated transaction described in Rev. Rul. 2001-46, 2001-2 C.B. 321 that qualifies as a tax-free “reorganization” within the meaning of Section 368(a) of the Code. Assuming the Merger so qualifies, Cyclo stockholders will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of Rafael Class B Common Stock in exchange for Cyclo Common Stock in the First Merger. None of the parties to the Merger Agreement have sought or intend to seek any ruling from the IRS or an opinion from counsel regarding the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. If the IRS or a court, having jurisdiction over the matter, determines that the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a holder of Cyclo Common Stock generally would recognize taxable gain or loss upon the exchange of Cyclo Common Stock for Rafael Class B Common Stock pursuant to the Merger. Please see the information under the section entitled “Material U.S. Federal Income Tax Consequences” below for a more detailed summary of the U.S. federal income tax consequences of the Merger.

The Exchange Ratio will be determined in accordance with a formula and is not yet knowable. The actual Exchange Ratio could be materially different than currently anticipated.

At the First Effective Time of the Merger, outstanding shares of Cyclo Common Stock will be automatically cancelled and retired and cease to exist, and will entitle a holder of shares of Cyclo Common Stock to receive shares of Rafael Class B Common Stock in exchange for the holder’s Cyclo Common Stock equal to the Exchange Ratio. The Merger Agreement contains an illustration of the calculation of the Exchange Ratio based on the assumptions described therein. Those assumptions will likely not reflect the actual metrics as of the Closing Date. The actual Exchange Ratio will be based upon a price for Cyclo Common Stock of $0.95 per share and the sum of (i) Rafael’s cash, cash equivalents and marketable securities as of the Closing Date, (ii) certain other assets of Rafael and (iii) the amounts loaned by Rafael to Cyclo prior to closing of the Merger, less Rafael’s current liabilities, divided by the total number of shares of Rafael capital stock outstanding as of the Closing Date, including any shares issuable upon exercise or conversion of outstanding securities of Rafael with exercise or conversion prices not exceeding 150% of the then-current market price of Rafael Class B Common Stock issued to Cyclo stockholders. Accordingly, the Exchange Ratio could be significantly higher or lower than in the illustration provided. This will impact the value of the deal to the Cyclo stockholders and the number of shares of Rafael Class B Common Stock to be issued to the Cyclo stockholders.

Uncertainty about the Merger may adversely affect the respective business and stock price of Rafael and Cyclo, whether or not the Merger is completed.

Each of Rafael and Cyclo are subject to risks in connection with the announcement and pendency of the Merger, including the pendency and outcome of any legal proceedings against Rafael and Cyclo, their respective directors and others relating to the Merger and the risks from possibly foregoing opportunities Rafael and Cyclo might otherwise pursue absent the proposed Merger.

In addition, in response to the announcement of the proposed Merger, Rafael’s and Cyclo’s existing or prospective suppliers or collaboration partners may:

•        delay, defer or cease providing goods or services to Rafael and Cyclo;

•        delay or defer other decisions concerning Rafael and Cyclo, or refuse to extend credit terms to Rafael and Cyclo;

•        cease further joint development activities; or

•        otherwise seek to change the terms on which they do business with Rafael and Cyclo.

While Rafael and Cyclo are attempting to address these risks, their respective existing and prospective customers, suppliers or collaboration partners may be reluctant to purchase Rafael’s and Cyclo’s products, supply Rafael and Cyclo with goods and services or continue collaborations due to the potential uncertainty about the direction of Rafael and Cyclo product offerings and the support and service of Rafael’s and Cyclo’s products after the completion of the Merger.

While the Merger is pending, Cyclo and Rafael are subject to contractual restrictions that could harm their respective businesses, operating results, and stock price.

The Merger Agreement includes restrictions on the conduct of Cyclo and Rafael prior to the completion of the Merger, generally requiring Cyclo and Rafael to conduct their respective businesses in the ordinary course, consistent with past practice, and restricting each from taking certain specified actions absent prior written consent from the other party. See the section entitled “The Merger Agreement — Conduct of Business Prior to the Merger’s Completion” in this joint proxy statement/prospectus. Cyclo and Rafael may each find that these and other obligations in the Merger Agreement may delay or prevent them from or limit their ability to respond effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if the management of Cyclo or Rafael or the Boards of Cyclo or Rafael think they may be advisable. The Merger Agreement also contains restrictions on the conduct of Cyclo’s and Rafael’s business prior to the completion of the Merger, prohibiting the ability of either company to acquire another business or restructure, reorganize or completely or partially liquidate absent the other’s prior written consent. These restrictions could adversely impact the business, operating results and stock price and the perceived acquisition value of Cyclo and Rafael, regardless of whether the Merger is completed.

The Merger Agreement limits Cyclo’s ability to pursue alternative transactions which could deter a third party from proposing an alternative transaction.

The Merger Agreement contains provisions that, subject to certain exceptions, limit, among other things, Cyclo’s ability to solicit, initiate or facilitate or knowingly encourage any inquiries or the making of any proposal, indication of interest or offer that would reasonably be expected to lead to any takeover proposal. See the sections entitled “The Merger Agreement — No Solicitation of Acquisition Proposals” and “The Merger Agreement — Change of Recommendation” in this joint proxy statement/prospectus. It is possible that these or other provisions in the Merger Agreement might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the outstanding shares of Cyclo Common Stock from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire Cyclo Common Stock than it might otherwise have proposed to pay.

The Merger will involve substantial costs.

Rafael and Cyclo have incurred and expect to continue to incur substantial costs and expenses relating to the Merger and the issuance of Rafael Class B Common Stock in connection with the Merger, including, as applicable, fees and expenses payable to financial advisors, other professional fees and expenses, insurance premium costs, SEC filing fees, printing and mailing costs and other transaction-related costs, fees and expenses. Rafael may also incur significant costs relating to the acquisition of Cyclo, including the payment to certain holders of Cyclo’s warrants who have the right to elect to receive cash payment as a result of the Merger as well as ongoing liabilities of Cyclo that remain in the business after the Merger is completed. Rafael continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Merger. In addition, if the Merger is not completed, Rafael and Cyclo will have incurred substantial expenses for which no ultimate benefit will have been received by either company.

Certain directors and executive officers of Cyclo and Rafael may have interests in the Merger that are or were different from, or in conflict with or in addition to, those of Cyclo’s or Rafael’s respective stockholders generally.

In considering whether to approve the proposals at the Cyclo and Rafael special meetings, Cyclo and Rafael stockholders, respectively, should recognize that directors and officers of Cyclo and Rafael, respectively, have interests in the Merger that may differ from, or that are in addition to, their interests as stockholders of Cyclo and Rafael, respectively. The Cyclo Board and the Rafael Board were each aware of these interests at the time they approved the Merger Agreement. These interests may cause Cyclo’s or Rafael’s directors and officers to view the Merger differently from how you may view it as a stockholder. For example, William Conkling, the Chief Executive Officer of Rafael, and Vivien Wong each serve on Cyclo’s Board as Rafael’s designees. William Conkling holds 50,230 shares of Cyclo Common Stock and vested options to purchase 18,373 shares of Cyclo Common Stock. Effective at the Closing, William Conkling will be appointed as the sole director of the Surviving Entity. For a description of the factors considered by the Rafael Board in determining to approve the Merger, see the section entitled “The Merger — Interests of Rafael’s Directors and Executive Officers in the Merger” in this joint proxy statement/prospectus.

With respect to the Cyclo directors and officers, Markus W. Sieger is expected to serve on the board of directors of Rafael after the Closing of the Merger and will be eligible to be compensated pursuant to Rafael’s non-employee director compensation policy. In addition, Cyclo’s executive officers will be retained by the Surviving Entity to serve in their respective positions as executive officers of the Surviving Entity and it is expected that they will enter into employment agreements with the Surviving Entity on similar terms as those contained in their current agreements with Cyclo. For a description of the factors considered by the Cyclo Board in determining to approve the Merger, see the section entitled “The Merger — Interests of Cyclo’s Directors and Executive Officers in the Merger” in this joint proxy statement/prospectus.

As of the Cyclo record date, Cyclo’s directors, executive officers, and their respective affiliates, as a group, held and were entitled to vote 3,468,030 shares of Cyclo Common Stock, representing 12.0% of the voting power of the outstanding shares of Cyclo Common Stock and Rafael owned and was entitled to vote 9,029,940 shares of Cyclo Common Stock, representing 31.2% of the voting power of the outstanding shares of Cyclo Common Stock. Certain of Cyclo’s directors and executive officers and Rafael, who hold in the aggregate voting power over approximately 43.2% of the outstanding shares of Cyclo Common Stock have agreed, pursuant to their respective Voting Agreements, to vote all of their respective shares of Cyclo Common Stock “FOR” the Cyclo Merger Proposal and, if necessary, “FOR” the Cyclo Adjournment Proposal.

Holders of either Cyclo Common Stock or Rafael Class B Common Stock will not be entitled to appraisal rights in the Merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under NRS Chapter 92A (as provided in NRS 92A.390), there is no right of dissent with respect to a plan of merger in favor of shareholders of any class or series which, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting at which the plan of merger is to be acted on, were either listed on a national securities exchange, included in the national market system by the National Association of Securities Dealers, Inc., or held by at least 2,000 shareholders of record, unless: (a) the articles of incorporation of the corporation issuing the shares provide otherwise; or (b) the holders of the class or series are required under the plan of merger to accept for the shares anything except (1) cash, owner’s interests or owner’s interests and cash in lieu of fractional owner’s interests, or (2) a combination of cash and owner’s interests. Because Cyclo stockholders will receive only shares of Rafael Class B Common Stock, which will be listed on the NYSE, Cyclo stockholders will not have any appraisal rights. See the section entitled “No Appraisal Rights” in this joint proxy statement/prospectus.

Rafael or Cyclo may waive one or more of the closing conditions to the Merger without re-soliciting approval from their respective stockholders.

To the extent permitted by law, Rafael or Cyclo may determine to waive, in whole or part, one or more of the conditions to their respective obligations to consummate the Merger. Cyclo and Rafael expect to evaluate the materiality of any waiver and its effect on Cyclo or Rafael stockholders in light of the facts and circumstances at the

time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination as to whether to waive any condition to the consummation of the Merger, and as to whether to re-solicit the stockholders’ approval and/or amend this joint proxy statement/prospectus as a result of such waiver, will be made by Rafael and Cyclo at the time of such waiver based on the facts and circumstances as they exist at that time.

After the Merger, Cyclo stockholders will have a significantly lower ownership and voting interest in Rafael than they currently have in Cyclo and will exercise less influence over management and policies of Rafael.

Upon completion of the Merger, Cyclo stockholders will own a minority of the outstanding shares of Rafael Common Stock and, due to the relative voting rights of Rafael Class A Common Stock and Rafael Class B Common Stock, which is entitled to one-tenth (1/10) of a vote per share on all matters to be voted on by the stockholders of Rafael, compared to 3 votes per share of Rafael Class A Common Stock, will hold a substantially lower percentage of the voting power of the outstanding Rafael Common Stock. Further, Howard Jonas currently holds all of the Rafael Class A Common Stock and accordingly has the right to vote a majority of the total voting power of all outstanding shares of Rafael Common Stock and is expected to continue to do so after the Merger. Consequently, former Cyclo stockholders will have less influence over the management and policies of Rafael than they currently have over the management and policies of Cyclo.

Cyclo and Rafael may be targets of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims could result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Rafael’s and Cyclo’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, or from being completed within the expected timeframe, which may adversely affect Rafael’s and Cyclo’s respective business, financial position and results of operations.

Changes in the market prices of Rafael Class B Common Stock may result from a variety of factors that are beyond the control of Rafael.

The market value of Rafael Class B Common Stock has fluctuated since the date of the announcement of the Merger and will continue to fluctuate from the date of this joint proxy statement/prospectus to the Closing Date and following the completion of the Merger. The market value of Rafael Class B Common Stock at the time of the closing of the Merger may vary significantly from the price of the Rafael Class B Common Stock on the date of the Merger Agreement, the date of this joint proxy statement/prospectus or the date of the Rafael Special Meeting. Changes in the market prices of Rafael Class B Common Stock may result from a variety of factors that are beyond the control of Rafael, including changes in its business, operations and prospects, general market conditions, regulatory considerations, governmental actions, and legal proceedings and developments.

The NYSE may not list the shares of Rafael Class B Common Stock, which could limit investors’ ability to make transactions in the shares of Rafael Class B Common Stock and subject the Rafael Class B Common Stock to additional trading restrictions.

In connection with the Merger, in order to continue to maintain the listing of Rafael Class B Common Stock on the NYSE, Rafael will be required to demonstrate compliance with the NYSE’s listing requirements. Rafael will use reasonable best efforts to cause the shares of Rafael Class B Common Stock issuable, and required to be reserved for issuance, in connection with the Merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing. Rafael cannot assure you that it will be able to meet all listing requirements. Even if the shares of Rafael Class B Common Stock are listed on the NYSE, Rafael may be unable to maintain the listing of its securities in the future.

If Rafael fails to meet the listing requirements and the NYSE does not list its securities on its exchange, Cyclo would not be required to consummate the Merger. In the event that Cyclo elected to waive this condition, and the Merger was consummated without Rafael’s securities being listed on the NYSE or on another national securities exchange, Rafael could face significant material adverse consequences, including:

•        a limited availability of market quotations for the Rafael Class B Common Stock;

•        reduced liquidity for the Rafael Class B Common Stock;

•        a determination that the shares of Rafael Class B Common Stock are a “penny stock” which will require brokers trading in the Rafael Class B Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Rafael Class B Common Stock;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the shares of Rafael Class B Common Stock are not listed on the NYSE, such securities would not qualify as covered securities and Rafael would be subject to regulation in each state in which Rafael offers its securities because states are not pre-empted from regulating the sale of securities that are not covered securities.

The Company and Cyclo do not currently intend to close the Merger unless the shares of Rafael Class B Common Stock received by the Cyclo stockholders are listed on the NYSE. In the event such shares are not listed and the parties proceed to close the Merger, the parties would be required to comply with the requirements of Rule 13e-3 under the Exchange Act that governs “going private” transactions, which would cause a delay in the consummation of the Merger.

The parties may not realize the anticipated benefits and cost savings of the Transactions.

While Rafael and Cyclo, as the Surviving Entity, will continue to operate independently following the completion of the Merger, the success of the Merger will depend, in part, on Rafael’s and Cyclo’s ability to realize the anticipated benefits and cost savings from Cyclo’s business in the Surviving Entity being a wholly owned subsidiary of Rafael. The parties’ ability to realize these anticipated benefits and cost savings is subject to certain risks, including, among others:

•        the parties’ ability to successfully operate their respective businesses;

•        the risk that each of Rafael and Cyclo will not perform as expected;

•        the extent to which the parties will be able to realize the expected synergies, which include potential savings from eliminating duplication and redundancy in overhead, adopting an optimized operating model between both companies and leveraging scale, Rafael funding the Surviving Entity, and creating value resulting from the Merger;

•        the reduction of cash available for operations and other uses by Rafael;

•        the assumption of known and unknown liabilities of Cyclo, including potential tax and employee-related liabilities; and

•        the possibility of costly litigation challenging the Merger.

If Rafael and Cyclo are not able to consummate the Merger within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Merger may not be realized fully or may take longer to realize than expected, and Rafael may not perform as expected.

Failure to complete the Merger could negatively impact the stock price and the future business and financial results of Rafael and Cyclo.

The parties’ respective obligations to complete the Merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement. There can be no assurance that the conditions to completion of the Merger will be satisfied or waived or that the Merger will be completed. If the Merger is not completed for any reason, the ongoing businesses of Rafael and Cyclo may be materially and adversely affected and, without realizing any of the benefits of having completed the Merger, Rafael and Cyclo would be subject to a number of risks, including the following:

•        Rafael and Cyclo may experience negative reactions from the financial markets, including negative impacts on trading prices of Rafael Class B Common Stock and Cyclo’s Common Stock and from its customers, vendors, regulators and employees;

•        Rafael and Cyclo may each be required to pay certain expenses incurred in connection with the Merger, whether or not the Merger is completed including the payment of up to $250,000 of expenses of the other party in certain circumstances involving a breach of the representations, warranties and covenants in the Merger Agreement;

•        Cyclo may be required to pay Rafael a termination fee of $400,000 if the Merger Agreement is terminated under certain circumstances;

•        the Merger Agreement places certain restrictions on the operation of Rafael’s and Cyclo’s businesses prior to the closing of the Merger, and such restrictions, the waiver of which is subject to the consent of the other parties, may prevent Rafael and Cyclo from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the Merger that Rafael and Cyclo would have made, taken or pursued if these restrictions were not in place;

•        matters relating to the Merger will require substantial commitments of time and resources by Rafael management and the expenditure of significant funds in the form of fees and expenses, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Rafael; and

•        Cyclo may be unable to repay the loans to Cyclo made by Rafael prior to the closing of the Merger.

In addition, each of Rafael and Cyclo could be subject to litigation related to any failure to complete the Merger or related to any proceeding to specifically enforce Rafael’s or Cyclo’s obligations under the Merger Agreement. If any of these risks materialize, they may materially and adversely affect Rafael’s and Cyclo’s businesses, financial conditions, financial results and stock prices.

Rafael and Cyclo will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on employees, vendors and customers may have an adverse effect on Rafael and Cyclo and consequently on Rafael after the closing of the Merger. These uncertainties may impair Rafael’s or Cyclo’s ability to retain and motivate key personnel and could cause customers and others that deal with Rafael or Cyclo, as applicable, to defer or decline entering into contracts with Rafael or Cyclo, as applicable, or making other decisions concerning Rafael or Cyclo, as applicable, or seek to change existing business relationships with Rafael or Cyclo, as applicable. In addition, if key employees depart because of uncertainty about their future roles and the potential complexities of the Merger, Rafael’s and Cyclo’s businesses could be harmed. Furthermore, the Merger Agreement places certain restrictions on the operation of Rafael’s and Cyclo’s businesses prior to the closing of the Merger, which may delay or prevent Rafael and Cyclo from undertaking certain actions or business opportunities that may arise prior to the consummation of the Merger. See “The Merger Agreement — Conduct of Business of Company” and “The Merger Agreement — Conduct of Business of Rafael” beginning on pages 83 and 85, respectively, of this joint proxy statement/prospectus for a description of the restrictive covenants applicable to Rafael and Cyclo.

Third parties may terminate or alter existing contracts or relationships with Rafael or Cyclo.

Each of Rafael and Cyclo has contracts with customers, vendors and other business partners which may require Rafael or Cyclo, as applicable, to obtain consents from these other parties in connection with the Merger. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which Rafael and/or

Cyclo currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either party in anticipation of the Merger, or with Rafael following the Merger. The pursuit of such rights may result in Rafael or Cyclo suffering additional losses, a loss of potential future revenue, incurring liabilities in connection with a breach of such agreements or losing rights that are material to its business. Any such disruptions could limit Rafael’s or Cyclo’s ability to achieve the anticipated benefits of the Merger. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Merger or the termination of the Merger.

The Merger is subject to a number of closing conditions and, if these conditions are not satisfied, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed. In addition, the parties have the right to terminate the Merger Agreement under other specified circumstances, in which case the Merger would not be completed.

The Merger is subject to a number of closing conditions and, if these conditions are not satisfied or waived (to the extent permitted by law), the Merger will not be completed. These conditions include, among others: (i) the absence of certain legal impediments, (ii) effectiveness of the registration statement on Form S-4 relating to the Merger, (iii) obtaining the Rafael Stockholder Approval, (iv) obtaining Cyclo Stockholder Approval and (v) the absence of a Rafael Material Adverse Effect (as defined in the Merger Agreement) or a Cyclo Material Adverse Effect (as defined in the Merger Agreement) and (vi) the listing of Rafael’s Class B Common Stock on NYSE, subject to official notice of issuance. In addition, each party’s obligation to complete the Merger is subject to the accuracy of the other parties’ representations and warranties in the Merger Agreement (subject in most cases to “material adverse effect” qualifications), the other parties’ compliance, in all material respects, with their respective covenants and agreements in the Merger Agreement. See “The Merger Agreement — Conditions to the Merger”.

The conditions to the closing may not be fulfilled and, accordingly, the Merger may not be completed. In addition, if the Merger is not completed by the End Date, any party may choose not to proceed with the Merger. Moreover, the parties can mutually decide to terminate the Merger Agreement at any time prior to the consummation of the Merger, before or after receipt of the Rafael Stockholder Approval and Cyclo Stockholder Approval and each party may elect to terminate the Merger Agreement in certain other circumstances, as described in “The Merger Agreement — Termination”.

Rafael and Cyclo may have difficulty attracting, motivating and retaining executives and other key employees in light of the proposed Merger.

Rafael’s success after the Merger will depend in part on each of Rafael’s and Cyclo’s ability to retain key executives and other employees. The directors and officers of the Surviving Entity immediately after the Merger shall be the respective individuals listed in a schedule to the Merger Agreement (as may be amended from time to time), each to hold office in accordance with the applicable governing documents and applicable law, until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. Uncertainty about the effect of the Merger on Rafael’s and Cyclo’s employees may have an adverse effect on each company separately. This uncertainty may impair Rafael’s and/or Cyclo’s ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the Merger, as Rafael’s and Cyclo’s employees may experience uncertainty about their future roles in Rafael or the Surviving Entity, as the case may be.

Furthermore, if any of Rafael’s or Cyclo’s key employees depart or are at risk of departing, including because of issues relating to the uncertainty of the business of Rafael or the Surviving Entity following the Merger, financial security or a desire not to continue to be or become employees of Rafael or the Surviving Entity, as applicable, Rafael may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and Rafael’s and the Surviving Entity’s ability to realize the anticipated benefits of the Merger may be materially and adversely affected. No assurance can be given that either company will be able to attract or retain key employees to the same extent that Rafael or Cyclo has been able to attract or retain employees in the past.

Rafael will incur significant transaction and Merger-related transition costs in connection with the Merger.

Rafael expects that it will incur significant, non-recurring and operating costs in connection with consummating the Merger and funding the operations of Cyclo during the pendency of the Merger and post-closing. Rafael will also incur additional costs to retain key employees of Cyclo under employment agreements with the Surviving Entity. Rafael will also incur significant fees and expenses relating to legal services (including any costs that would be incurred in defending against any potential class action lawsuits and derivative lawsuits in connection with the Merger if any such proceedings are brought), accounting and other fees and costs associated with consummating the Merger. Rafael will also incur costs in connection with the payment to certain holders of Cyclo warrants, representing 5,498,914 Cyclo warrant shares, as a result of the Merger. Some of these costs are payable regardless of whether the Merger is completed. Though Rafael continues to assess the magnitude of these costs, additional unanticipated costs may be incurred in the Merger and the operation of the businesses of Cyclo.

Additional Risks Relating to Rafael after Completion of the Merger

Rafael may be subject to the risks that each of Rafael and Cyclo faces.

Following completion of the Merger, the Surviving Entity holding Cyclo’s business will become a wholly-owned subsidiary of Rafael. Accordingly, risks faced by Cyclo will significantly impact Rafael following the Merger. Such risks are described in the documents that Cyclo has filed with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 18, 2024, which is incorporated by reference into this joint proxy statement/prospectus. If any such risks actually occur, the business, financial condition, results of operations or cash flows of Rafael could be materially adversely affected. See “Where You Can Find More Information” beginning on page 138 of this joint proxy statement/prospectus.

The unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus are preliminary and the actual financial condition and results of operations of Rafael after the Merger may differ materially.

This joint proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for Rafael. The unaudited pro forma condensed combined statements of comprehensive income (loss) for the year ended July 31, 2023, and the nine months ended April 30, 2024, and the unaudited pro forma combined balance sheet as of April 30, 2024. Both the unaudited pro forma condensed combined statements of income and the unaudited pro forma combined balance sheet of Rafael should be read in conjunction with the financial statements and accompanying notes of Rafael, which are incorporated by reference into this joint proxy statement/prospectus. The unaudited pro forma financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. The unaudited pro forma financial statements do not include, among other things, expenses related to funding expenses of Cyclo following the Merger, adjustments related to restructuring or integration activities, or future acquisitions or disposals not yet known. Therefore, the unaudited pro forma financial statements are presented for informational purposes only and are not necessarily indicative of what Rafael’s actual financial condition or results of operations would have been had the Merger been completed on the dates indicated. Accordingly, Rafael’s business, assets, results of operations and financial condition may differ significantly from those indicated by the pro forma financial statements included in this joint proxy statement/prospectus. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” and “Where You Can Find More Information” beginning on pages 114 and 138, respectively, of this joint proxy statement/prospectus.

The market price for shares of Rafael Class B Common Stock may be affected by factors different from those affecting the value of shares of Cyclo Common Stock.

Upon completion of the Merger, holders of Cyclo Common Stock will become holders of Rafael Class B Common Stock. Rafael’s and Cyclo’s respective businesses differ, and accordingly the results of operations of Rafael will be affected by factors different from those currently affecting the results of operations of Cyclo. For a discussion of the business of Rafael and of certain factors to consider in connection with that business, see the documents incorporated by reference into this joint proxy statement/prospectus, including the Annual Report on Form 10-K for the fiscal year ended July 31, 2023 of Rafael filed with the SEC on October 30, 2023, and referred to in “Where You Can Find More Information” beginning on page 138 of this joint proxy statement/prospectus.

The market price for shares of Rafael Class B Common Stock may decline as a result of the Merger, including as a result of some Rafael stockholders adjusting their portfolios.

Following consummation of the Merger, the market price of Rafael Class B Common Stock may decline if, among other things, the costs related to the Merger are greater than expected. The market price also may decline if Rafael does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Merger on Rafael’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

In addition, sales of Rafael Class B Common Stock by Rafael’s stockholders after the completion of the Merger may cause the market price of Rafael Class B Common Stock to decrease. Based on the number of shares of Rafael Class B Common Stock and Cyclo Common Stock outstanding as of October 31, 2024, the latest practicable date before the date of this joint proxy statement/prospectus, 30,251,614 shares of Rafael Class B Common Stock are expected to be issued and outstanding immediately after the effective time of the Merger (including 6,364,627 shares of Rafael Class B Common Stock to be issued to holders of Cyclo Common Stock in connection with the Merger). Additionally, all options and most of the warrants to purchase Cyclo Common Stock will automatically convert into options and warrants to purchase shares of Rafael Class B Common Stock, which may increase the total shares outstanding and impact the market price. Although certain affiliates of Cyclo have entered into lock-up agreements with respect to shares of Class B Common Stock issued to them in connection with the Merger, many of the other Cyclo stockholders may decide not to hold the shares of Rafael Class B Common Stock that they receive in the Merger following the Closing or the lock-up period, as the case may be. Such or other sales of Rafael Class B Common Stock could have the effect of depressing the market price for Rafael Class B Common Stock and may take place promptly following the Merger.

Additional Risks Relating to Rafael after the Merger

Rafael’s businesses are, and will continue to be, subject to the risks described in Part I, Item 1A in Rafael’s Annual Report on Form 10-K for the year ended July 31, 2024, as filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 138 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risk Factors related to Cyclo

References to “we,” “us” or “our” in this section refer to Cyclo.

Risks Related to our Financial Position and Capital Needs

We have suffered recent losses and our future profitability is uncertain.

We have incurred net losses of approximately $20.1 million and $15.5 million for the years ended December 31, 2023 and December 31, 2022, respectively. Our net loss for the nine months ended September 30, 2024 was approximately $19.2 million. Our recent losses have predominantly resulted from research and development expenses for our Trappsol® Cyclo™ product and other general operating expenses, including personnel costs. We believe our expenses will continue to increase as we conduct clinical trials and continue to seek regulatory approval for the use of Trappsol® Cyclo™ in the treatment of Niemann-Pick Type C disease (“NPC”) and Alzheimer’s disease. As a result, we expect our operating losses to continue until such time, if ever, that product sales, licensing fees, royalties and other sources generate sufficient revenue to fund our operations. We cannot predict when, if ever, we might achieve profitability and cannot be certain that we will be able to sustain profitability, if achieved.

Even with the proceeds from our recent securities offerings, we will need additional capital to fund our operations as planned.

For the year ended December 31, 2023, our operations used approximately $16.2 million in cash. At September 30, 2024, Cyclo had a cash balance of approximately $928,000 and current liabilities of approximately $18.7 million. We will need additional capital to maintain our operations, continue our research and development programs, conduct clinical trials, seek regulatory approvals and manufacture and market our products. Rafael has agreed to fund Cyclo’s operations with convertible notes through the earlier of the consummation of the Merger or termination of the Merger

Agreement for so long as Cyclo is not in active discussions regarding an Acquisition Proposal (as defined in the Merger Agreement) and is operating its business in a manner consistent with the terms of the Merger Agreement. Should the Merger Agreement be terminated, we will seek such additional funds through public or private equity or debt financings and other sources. We cannot be certain that adequate additional funding will be available to us on acceptable terms, if at all. If we cannot raise the additional funds required for our anticipated operations, we may be required to reduce the scope of or eliminate our research and development programs, delay our clinical trials and the ability to seek regulatory approvals, downsize our general and administrative infrastructure, or seek alternative measures to avoid insolvency. If we raise additional funds through future offerings of shares of Cyclo Common Stock or other securities, such offerings would cause dilution of current stockholders’ percentage ownership in Cyclo, which could be substantial. Future offerings also could have a material and adverse effect on the price of Cyclo Common Stock.

The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern.

Our auditors, WithumSmith+Brown, PC, indicated in their report on our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations and significant accumulated deficit. In addition, we continue to experience negative cash flows from operations. A “going concern” opinion could impair our ability to finance our operations through the sale of equity. Our ability to continue as a going concern will depend upon the availability of equity financing which represents the primary source of cash flows that will permit us to meet our financial obligations as they come due and continue our research and development efforts.

We have not received approval for any drug candidate for commercial sale and, as a result, we have never generated any revenue from the sale of biopharmaceutical products, and expect to continue to incur significant financial losses in the future, which makes it difficult to assess our future viability.

While we sell cyclodextrins for use and research in numerous industries, we have not yet received the necessary regulatory approvals to commercially sell any biopharmaceutical products. Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk, including risks related to the regulatory approval process. Because the focus of our business has transitioned to the development of cyclodextrin-based products for the treatment of disease, we anticipate that our expenses will increase substantially as we:

•        continue our ongoing and planned development of Trappsol® Cyclo™ for multiple indications;

•        initiate, conduct and complete ongoing, anticipated or future preclinical studies and clinical trials for our current and future product candidates;

•        seek marketing approvals for product candidates that successfully complete clinical trials; and

•        establish a sales, marketing, and distribution infrastructure to commercialize products for which we may obtain marketing approval.

We will continue to incur significant losses until such time, if ever, as we are able to commercialize our drug candidates. If we are not able to do so we may not sustain a viable business.

Risks Related to Product Development, Regulatory Approval and Commercialization

We are largely dependent upon the success of our Trappsol® Cyclo™ product, which may never receive regulatory approval.

Our lead drug candidate, Trappsol® Cyclo™ is the focus of much of our management team’s development efforts. The product is currently designated as an orphan drug for the treatment of NPC in the United States and Europe. We plan to continue to make substantial investment in continued research and development of our Trappsol® Cyclo™ product in connection with obtaining approval for marketing the product for the treatment of NPC, as well as Alzheimer’s disease. The potential population of NPC patients is small, and our ability to market the drug for use other than research is severely constrained by regulatory restrictions. In the course of its development, our Trappsol® Cyclo™ drug product will be subject to extensive and rigorous governmental regulation through the European Medicines Agency in the E.U. and through the Food and Drug Administration (“FDA”) in the United States. Regulatory approval

in any jurisdiction cannot be guaranteed. There can be no guarantees that our product will be effective and safe in the treatment of NPC, Alzheimer’s disease or any other disease nor is there any guarantee that it will be deemed by the regulatory agencies of any jurisdiction to be effective and safe. Despite the time and expense involved in developing a drug candidate, failure of a drug candidate can occur at any stage of development and for many reasons, including without limitation negative or inconclusive results from pre-clinical data or clinical trials. Failure to comply with applicable regulatory requirements in any jurisdiction, either before or after product approval, may subject us to administrative or judicially imposed sanctions.

Even if Trappsol® Cyclo™ receives regulatory approval, we may not be successful in our commercialization efforts and Trappsol® Cyclo™ may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success.

Even if Trappsol® Cyclo™ receives regulatory approval, we may not be successful in our commercialization efforts and market acceptance by physicians, patients, third-party payors and others in the medical community may be less than estimated. Market acceptance will require us to build and maintain strong relationships with healthcare professionals involved in the treatment of NPC. The number of healthcare professionals associated with treatment centers that address NPC is limited. A failure to build or maintain these important relationships with these healthcare professionals and treatment centers could result in lower market acceptance. Our efforts to educate physicians, patients, third-party payors and others in the medical community on the benefits of Trappsol® Cyclo™ may require significant resources and may never be successful. The degree of market acceptance of Trappsol® Cyclo™, if approved for commercial sale, will depend on a number of factors, including:

•        its efficacy;

•        limitations or warnings or any restrictions on the use of Trappsol® Cyclo™, together with other medications, and the prevalence and severity of any side effects;

•        the availability and efficacy of alternative treatments;

•        the effectiveness of sales and marketing efforts and the strength of marketing and distribution support;

•        the cost-effectiveness of Trappsol® Cyclo™ compared to alternative therapies and the ability to offer such drug for sale at competitive prices; and

•        availability and amount of coverage and reimbursement from governmental payors, managed care plans and other third-party payors.

The results of our clinical trials may not support our product claims or may result in the discovery of adverse side effects.

Even if our clinical trials are completed as planned, we cannot be certain that their results will support our product claims or that any regulatory authority whose approval we will require in order to market and sell our products in any territory will agree with our conclusions regarding them. Success in pre-clinical studies and early clinical trials does not ensure that later clinical trials will be successful, and we cannot be sure that clinical trials will replicate the results of prior trials and pre-clinical studies. The clinical trial process may fail to demonstrate that our product candidates are safe and effective for the proposed indicated uses, which could cause us to abandon a product and may delay development of others. Any delay or termination of our clinical trials will delay the filing of our regulatory submissions and, ultimately, our ability to commercialize our product candidates and generate revenues. It is also possible that patients enrolled in clinical trials will experience adverse side effects that are not currently part of the product candidate’s profile.

Clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

We have limited experience in conducting and managing the clinical trials necessary to obtain regulatory approvals, including FDA approval. Clinical trials are expensive and complex, can take many years and have uncertain outcomes. We cannot predict whether we will encounter problems with any of our completed, ongoing or planned clinical trials that will cause us or regulatory authorities to delay or suspend clinical trials, or delay the analysis of data from completed or ongoing clinical trials. We estimate that clinical trials of Trappsol® Cyclo™ for the treatment of

NPC will continue for several years, but they may take significantly longer to complete. Failure can occur at any stage of the testing and we may experience numerous unforeseen events during, or as a result of, the clinical trial process that could delay or prevent commercialization of our current or future therapeutic candidates, including but not limited to:

•        delays in securing clinical investigators or trial sites for the clinical trials;

•        delays in obtaining institutional review board and other regulatory approvals to commence a clinical trial;

•        slower than anticipated patient recruitment and enrollment;

•        negative or inconclusive results from clinical trials;

•        unforeseen safety issues;

•        uncertain dosing issues;

•        an inability to monitor patients adequately during or after treatment; and

•        problems with investigator or patient compliance with the trial protocols.

A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials, even after seeing promising results in earlier clinical trials. Despite the results reported in earlier clinical trials for Trappsol® Cyclo™, we do not know whether any Phase III or other clinical trials we may conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market Trappsol® Cyclo™. If later-stage clinical trials do not produce favorable results, our ability to obtain regulatory approval for Trappsol® Cyclo™ may be adversely impacted.

Later discovery of previously unknown problems could limit our ability to market or sell Trappsol® Cyclo™, even if it is initially approved, and can expose us to product liability claims.

Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with any third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

•        refusals or delays in the approval of applications or supplements to approved applications;

•        refusal of a regulatory authority to review pending market approval applications or supplements to approved applications;

•        restrictions on the marketing or manufacturing of the product, withdrawal of the product from the market or voluntary or mandatory product recalls or seizures;

•        fines, warning letters, or holds on clinical trials;

•        import or export restrictions;

•        injunctions or the imposition of civil or criminal penalties;

•        restrictions on product administration, requirements for additional clinical trials, or changes to product labeling requirements; or

•        recommendations by regulatory authorities against entering into governmental contracts with us.

Discovery of previously unknown problems or risks relating to our product could also subject us to potential liabilities through product liability claims.

If we do not obtain required approvals in other countries in which we aim to market our products, we will be limited in our ability to export or sell the products in those markets.

Our lack of experience in conducting clinical trials in any jurisdiction may negatively impact the approval process in those jurisdictions where we intend to seek approval of Trappsol® Cyclo™. If we are unable to obtain and maintain required approvals from one or more foreign jurisdictions where we would like to sell Trappsol® Cyclo™, we will be unable to market products as intended, our international market opportunity will be limited and our results of operations will be harmed.

We rely in part on third parties for research and clinical trials for products using Trappsol® Cyclo™.

We rely on contract research organizations (“CROs”), academic institutions, corporate partners, and other third parties to assist us in managing, monitoring, and otherwise carrying out clinical trials and research activities. We rely or will rely heavily on these parties for the execution of our clinical studies and control only certain aspects of their activities. Accordingly, we may have less control over the timing and other aspects of these clinical trials than if we conducted them entirely on our own. Although we rely on these third parties to manage the data from clinical trials, we will be responsible for confirming that each of our clinical trials is conducted in accordance with its general investigational plan and protocol. Our failure, or the failure of third parties on which we rely, to comply with the strict requirements relating to conducting, recording, and reporting the results of clinical trials, or to follow good clinical practices, may delay the regulatory approval process or cause us to fail to obtain regulatory approval for Trappsol® Cyclo™.

We currently have no marketing and sales organization for our pharmaceutical candidates and may have to invest significant resources to develop these capabilities. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our product candidates, we may not be able to generate product revenue.

We have no internal sales, marketing or distribution capabilities for the sale of biopharmaceutical products. If any of our drug candidates ultimately receives regulatory approval, we may not be able to effectively market and distribute it. We may have to seek collaborators, especially for marketing and sales outside of the United States, or invest significant amounts of financial and management resources to develop internal sales, distribution and marketing capabilities. We may not be able to enter into collaborations or hire consultants or external service providers to assist us in sales, marketing and distribution functions on acceptable financial terms, or at all. In addition, our product revenues and our profitability, if any, may be lower if we rely on third parties for these functions than if we were to market, sell and distribute products that we develop ourselves. We likely will have little control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our products effectively. Even if we determine to perform sales, marketing and distribution functions ourselves, we could face a number of additional related risks, including:

•        we may not be able to attract and build an effective marketing department or sales force;

•        the cost of establishing a marketing department or sales force may exceed our available financial resources and the revenue generated by our product candidates that we may develop, in-license or acquire; and

•        our direct sales and marketing efforts may not be successful.

We rely upon third parties for the manufacture of Trappsol® Cyclo™ and are dependent on their quality and effectiveness.

Trappsol® Cyclo™ requires precise, high-quality manufacturing. The failure to achieve and maintain high manufacturing standards, including the failure to conform to c-GMP (current Good Manufacturing Practice), or to detect or control anticipated or unanticipated manufacturing errors or the frequent occurrence of such errors, could result in discontinuance or delay of ongoing or planned clinical trials, delays or failures in product testing or delivery, cost overruns, product recalls or withdrawals, patient injury or death, and other problems that could seriously hurt our business. Contract drug manufacturers often encounter difficulties involving production yields, quality control and quality assurance and shortages of qualified personnel. These manufacturers are subject to stringent regulatory requirements, including the FDA’s c-GMP regulations and similar foreign laws and standards. If our contract manufacturers fail to maintain ongoing compliance at any time, the production of our product candidates could be interrupted, resulting in delays or discontinuance of our clinical trials, additional costs and loss of potential revenues.

We face competition from well-funded companies to treat NPC.

We face competition from other entities, including pharmaceutical and biotechnology companies and governmental institutions that are working on supporting orphan drug designations and clinical trials for the neurological manifestations of NPC. Some of these entities are well-funded, with more financial, technical and personnel resources than we have, and have more experience than we do in designing and implementing clinical trials. Two of our competitors were granted FDA approval of combination therapies for NPC on September 20, 2024

and September 24, 2024, and are each expected to be in the market in the second quarter of 2025. If we are unable to compete effectively against our current or future competitors, sales of our Trappsol® Cyclo™ product may not grow and our financial condition may suffer.

Our business and operations would suffer in the event of computer system failures or security breaches.

In the ordinary course of our business, we collect, store and transmit confidential information, including intellectual property, proprietary business information and personal information. Despite the implementation of security measures, our internal computer systems, and those of our contract research organizations, or CROs, and other third parties on which we rely, are vulnerable to damage from computer viruses, unauthorized access, cyberattacks, natural disasters, fire, terrorism, war and telecommunication and electrical failures. Cyberattacks are increasing in their frequency, sophistication and intensity. Cyberattacks could include the deployment of harmful malware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information. Significant disruptions of our information technology systems or security breaches could adversely affect our business operations and/or result in the loss, misappropriation, and/or unauthorized access, use or disclosure of, or the prevention of access to, confidential information (including trade secrets or other intellectual property, proprietary business information and personal information), and could result in financial, legal, business and reputational harm to us. If such disruptions were to occur and cause interruptions in our operations, it could result in a material disruption of our product development programs. For example, the loss of clinical trial data from completed, ongoing or planned clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Further, a significant number of our employees and partners work remotely, which increases the risk of a data breach or issues with data and cybersecurity. To the extent that any disruption or security breach results in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of our future product candidates could be delayed.

Risks Related to Our Intellectual Property

The rights we rely upon to protect our unpatented trade secrets may be inadequate.

To manufacture and produce Trappsol® Cyclo™, we rely primarily on unpatented trade secrets, know-how and technology which are difficult to protect, especially in the pharmaceutical industry, where much of the information about a product must be made public during the regulatory approval process. We seek to protect trade secrets, in part, by entering into confidentiality agreements with third-party manufacturers, employees, consultants and others. These parties may breach or terminate these agreements or may refuse to enter into such agreements with us, and we may not have adequate remedies for such breaches. Furthermore, these agreements may not provide meaningful protection for our trade secrets or other proprietary information and may not provide an adequate remedy in the event of unauthorized use or disclosure of confidential information or other breaches of the agreements. Despite our efforts to protect our trade secrets, we or others may unintentionally or willfully disclose our proprietary information to competitors.

If we fail to maintain trade secret protection, our competitive position may be adversely affected. Competitors may also independently discover our trade secrets. Enforcement of claims that a third party has illegally obtained and is using trade secrets is expensive, time consuming and uncertain. If our competitors independently develop equivalent knowledge, methods and know-how, we would not be able to assert our trade secrets against them and our business could be harmed.

We cannot ensure that patent rights relating to inventions described and claimed in our pending patent applications will issue or that patents based on our patent applications will not be challenged and rendered invalid and/or unenforceable.

We have received notices of allowances from the U.S. Patent and Trademark Office (“USPTO”) and the European Patent Officer regarding our patent applications for methods of treating Alzheimer’s disease. We have patent applications pending with respect to the treatment of Alzheimer’s disease with Trappsol® Cyclo™. However, we cannot predict:

•        if and when patents may issue based on our patent applications;

•        the scope of protection of any patent issuing based on our patent applications;

•        whether the claims of any patent issuing based on our patent applications will provide protection against competitors;

•        whether or not third parties will find ways to invalidate or circumvent our patent rights, or claim co-ownership rights in our patent rights, which may impact our ability to enforce our patent rights against third parties;

•        whether or not others will obtain patents claiming aspects similar to those covered by our patents and patent applications; or

•        whether we will need to initiate litigation or administrative proceedings to enforce and/or defend our patent rights which will be costly whether we win or lose.

We cannot be certain that the claims in our pending patent applications will be considered patentable by the USPTO or by patent offices in foreign countries. Even if the patents do issue based on our patent applications, third parties may challenge the validity, enforceability or scope thereof, which may result in such patents being narrowed, invalidated or held unenforceable. Furthermore, even if they are unchallenged, our patents may not adequately exclude third parties from practicing relevant technology or prevent others from designing around our claims. If the breadth or strength of our intellectual property position with respect to our product candidates is threatened, it could dissuade companies from collaborating with us and threaten our ability to commercialize our product candidates. It is possible that third parties with whom we have collaborated may contend that they co-own patent rights we have filed, which, if correct and in the absence of an agreement to the contrary, could prevent us from asserting the patent rights against our competitors. Furthermore, in the event of litigation or administrative proceedings, we cannot be certain that the claims in any of our issued patents will be considered valid by courts in the United States or foreign countries.

We are susceptible to intellectual property suits that could cause us to incur substantial costs or pay substantial damages or prohibit us from selling our product candidates.

There is a substantial amount of litigation over patent and other intellectual property rights in the biotechnology industry. Whether or not a product infringes a patent involves complex legal and factual considerations, the determination of which is often uncertain. Searches typically performed to identify potentially infringed patents of third parties are often not conclusive and, because patent applications can take many years to issue, there may be applications now pending, which may later result in issued patents which our current or future products may infringe or be alleged to infringe. In addition, our competitors or other parties may assert that our product candidates and the methods employed may be covered by patents held by them. If any of our products infringes a valid patent, we could be prevented from manufacturing or selling such product unless we are able to obtain a license or able to redesign the product in such a manner as to avoid infringement. A license may not always be available or may require us to pay substantial royalties. We also may not be successful in any attempt to redesign our product to avoid infringement, nor does a later redesign protect Cyclo from prior infringement. We are aware of third-party U.S. patents and patent applications, which may be relevant to our lead product candidate Trappsol® Cyclo™ for treating NPC. Although we believe that we would not infringe a valid claim of those patents or pending patent applications, if issued, the owner of the patent rights may disagree with our assessment and bring an infringement action against us. There is no assurance that a court would find in our favor on questions of infringement or validity. Infringement and other intellectual property claims, with or without merit, can be expensive and time-consuming to litigate and can divert our management’s attention from operating our business.

We may need to initiate lawsuits to protect or enforce our intellectual property rights, which could be expensive and, if we lose, could cause us to lose some of our intellectual property rights, which would harm our ability to compete in the market.

In order to protect or enforce our intellectual property rights, we may initiate patent, trademark and related litigation against third parties, such as infringement suits or requests for injunctive relief. Our ability to establish and maintain a competitive position may be achieved in part by prosecuting claims against others who we believe to be infringing our rights. Any lawsuits that we initiate could be expensive, take significant time and divert our management’s attention from other business concerns and the outcome of litigation to enforce our intellectual property rights in patents, trade secrets or trademarks is highly unpredictable. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, or adversely affect our ability to

distribute any products that are subject to such litigation. In addition, we may provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, including attorney fees, if any, may not be commercially valuable.

Risks Related to Legal and Regulatory Compliance Matters

The pharmaceutical business is subject to increasing government regulation and reform, including with respect to price controls, reimbursement and access to drugs, which could adversely affect our future revenues and profitability.

To the extent our products are developed, commercialized, and successfully introduced to market, they may not be considered cost-effective, and third-party or governmental reimbursement might not be available or sufficient. Globally, governmental and other third-party payors are becoming increasingly aggressive in attempting to contain health care costs by strictly controlling, directly or indirectly, pricing and reimbursement and, in some cases, limiting or denying coverage altogether on the basis of a variety of justifications, and we expect pressures on pricing and reimbursement from both governments and private payors inside and outside the U.S. to continue.

If we obtain the required regulatory approval to sell our drug candidates, we will be subject to substantial pricing, reimbursement, and access pressures from state Medicaid programs, private insurance programs and pharmacy benefit managers, and the implementation of U.S. health care reform legislation that is increasing these pricing pressures. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, instituted comprehensive health care reform, and includes provisions that, among other things, reduce and/or limit Medicare reimbursement, and impose new and/or increased taxes. The future of the Affordable Care Act and its constituent parts are uncertain at this time.

In almost all markets, pricing and choice of prescription pharmaceuticals are subject to governmental control. Therefore, the price of our products and their reimbursement in Europe and in other countries is and will be determined by national regulatory authorities. Reimbursement decisions from one or more of the European markets may impact reimbursement decisions in other European markets. A variety of factors are considered in making reimbursement decisions, including whether there is sufficient evidence to show that treatment with the product is more effective than current treatments, that the product represents good value for money for the health service it provides, and that treatment with the product works at least as well as currently available treatments.

The continuing efforts of government and insurance companies, health maintenance organizations, and other payors of health care costs to contain or reduce costs of health care may affect our future revenues and profitability or those of our potential customers, suppliers, and collaborative partners, as well as the availability of capital.

United States federal and state privacy laws, and equivalent laws of other nations, may increase our costs of operation and expose us to civil and criminal sanctions.

Regulation of data processing is evolving, as federal, state, and foreign governments continue to adopt new, or modify existing, laws and regulations addressing data privacy and security, and the collection, processing, storage, transfer, and use of data. These new or proposed laws and regulations are subject to differing interpretations and may be inconsistent among jurisdictions, and guidance on implementation and compliance practices are often updated or otherwise revised, which adds to the complexity of processing personal data. These and other requirements could require us or our collaborators to incur additional costs to achieve compliance, limit our competitiveness, necessitate the acceptance of more onerous obligations in our contracts, restrict our ability to use, store, transfer, and process data, impact our or our collaborators’ ability to process or use data in order to support the provision of our products, affect our or our collaborators’ ability to offer our products in certain locations, or cause regulators to reject, limit or disrupt our clinical trial activities.

We and our collaborators may be subject to federal, state and foreign data protection laws and regulations (i.e., laws and regulations that address privacy and data security). In the United States, numerous federal and state laws and regulations, including federal health information privacy laws, state personal information laws, state data breach notification laws, state health information privacy laws and federal and state consumer protection laws and regulations that govern the collection, use, disclosure and protection of health-related and other personal information could apply to our operations or the operations of our collaborators. In addition, we may obtain health information from third parties (including research institutions from which we obtain clinical trial data) that are subject to privacy and security requirements under the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology

for Economic and Clinical Health Act of 2009, or HITECH. Depending on the facts and circumstances, we could be subject to civil or criminal penalties if we knowingly use or disclose individually identifiable health information maintained by a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA.

Risks Related to Employee Matters

We are dependent on our executive officers, and we may not be able to pursue our current business strategy effectively if we lose them.

Our success to date has largely depended on the efforts and abilities of our executive officers, namely N. Scott Fine, our Chief Executive Officer, Jeffrey L. Tate, Ph.D., our Chief Operating Officer, and Joshua M. Fine, our Chief Financial Officer. Our ability to manage our operations and meet our business objectives could be adversely affected if, for any reason, such officers do not remain with us.

Our employees, clinical trial investigators, CROs, consultants, vendors and any potential commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards.

We are exposed to the risk of fraud or other misconduct by our employees, clinical trial investigators, CROs, consultants, vendors and any potential commercial partners. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates: (i) U.S. laws and regulations or those of foreign jurisdictions, including those laws that require the reporting of true, complete and accurate information, (ii) manufacturing standards, (iii) federal and state health and data privacy, security, fraud and abuse, government price reporting, transparency reporting requirements, and other healthcare laws and regulations in the United States and abroad or (iv) laws that require the true, complete and accurate reporting of financial information or data. Such misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and cause serious harm to our reputation. We have adopted a code of conduct applicable to all of our employees, as well as a disclosure program and other applicable policies and procedures, but it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant civil, criminal and administrative penalties, damages, fines, disgorgement, individual imprisonment, exclusion from government-funded healthcare programs, such as Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, additional integrity reporting and oversight obligations, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

If we fail to comply with the U.S. federal Anti-Kickback Statute and similar state and foreign country laws, we could be subject to criminal and civil penalties and exclusion from federally funded healthcare programs including the Medicare and Medicaid programs and equivalent third country programs, which would have a material adverse effect on our business and results of operations.

A provision of the Social Security Act, commonly referred to as the federal Anti-Kickback Statute, prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration, directly or indirectly, in cash or in kind, to induce or reward the referring, ordering, leasing, purchasing or arranging for, or recommending the ordering, purchasing or leasing of, items or services payable, in whole or in part, by Medicare, Medicaid or any other federal healthcare program. The federal Anti-Kickback Statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by existing case law or regulations. In addition, many states have adopted laws similar to the federal Anti-Kickback Statute that apply to activity in those states, and some of these laws are even broader than the federal Anti-Kickback Statute in that their prohibitions may apply to items or services reimbursed under Medicaid and other state programs or, in several states, apply regardless of the source of payment. Violations of the federal Anti-Kickback Statute may result in substantial criminal, civil or administrative penalties, damages, fines and exclusion from participation in federal healthcare programs.

While we believe our operations will be in compliance with the federal Anti-Kickback Statute and similar state laws, we cannot be certain that we will not be subject to investigations or litigation alleging violations of these laws, which could be time-consuming and costly to us and could divert management’s attention from operating our business,

which in turn could have a material adverse effect on our business. In addition, if our arrangements were found to violate the federal Anti-Kickback Statute or similar state laws, the consequences of such violations would likely have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Our Fine Chemical Business

A small number of our customers account for a substantial portion of our revenue, and the loss of any of these customers would materially decrease our revenues.

In 2023, two major customers, Charles River Laboratories International Inc. and Roche Tissue Diagnostics, accounted for 72% of total revenues. Accounts receivable balances for these major customers represents 77% of total accounts receivable at December 31, 2023. We have a supply contract with only one of our major customers. The loss of one of these customers would materially decrease our revenues if we were unable to replace such customer.

We are dependent on certain third-party suppliers.

We purchase the Trappsol® cyclodextrin products we sell from third-party suppliers and depend on those suppliers for the cyclodextrins we use in our Aquaplex® products. We are also dependent on outside manufacturers that use lyophilization techniques for our Aquaplex® products. We purchase substantially all of our Trappsol® products from bulk manufacturers and distributors in the U.S., Japan, China, and Europe. Although products are available from multiple sources, an unexpected interruption of supply, or material increases in the price of products, for any reason, such as regulatory requirements, import restrictions, loss of certifications, power interruptions, fires, hurricanes, war or other events could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We may be negatively affected by currency exchange rate fluctuations.

Our earnings and cash flows are influenced by currency fluctuations due to the geographic diversity of our suppliers, which may have a significant impact on our financial results. As we buy inventory from foreign suppliers, the change in the value of the U.S. dollar in relation to the Euro, Yen and Yuan has an effect on our cost of inventory, and will continue to do so. We buy most of our products from outside the U.S. using U.S. dollars. Our main supplier of specialty cyclodextrins and complexes, Cyclodextrin Research & Development Laboratory, is located in Hungary and its prices are set in Euros. The cost of our bulk inventory often changes due to fluctuations in the U.S. dollar. These products currently represent a significant portion of our revenues. When we experience short-term increases in currency fluctuation or supplier price increases, we are often not able to raise our prices sufficiently to maintain our historical margins and therefore, our margins on these sales may decline. If the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions may adversely affect our results of operations and financial condition.

Risks Related to Cyclo Common Stock

The market price of Cyclo Common Stock may be highly volatile, and you could lose all or part of your investment.

The trading price of Cyclo Common Stock and Cyclo Public Warrants is likely to be volatile. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. Our stock price and warrant price could be subject to wide fluctuations in response to a variety of factors, which include:

•        whether we achieve our anticipated corporate objectives;

•        changes in financial or operational estimates or projections;

•        termination of restrictions on the ability of our stockholders and other security holders to sell shares; and

•        general economic or political conditions in the United States or elsewhere.

In addition, the stock market in general, and the stock of clinical stage biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of Cyclo Common Stock, regardless of our actual operating performance.

If we are delisted from the Nasdaq Capital Market, and our shares become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not maintain a listing on Nasdaq and if the price of Cyclo Common Stock is less than $5.00, Cyclo Common Stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for Cyclo Common Stock, and therefore stockholders may have difficulty selling their shares.

Our failure to meet the continued listing requirements of the Nasdaq Capital Market could result in a de-listing of our securities.

During fiscal 2023, we received notices of non-compliance with the regulatory requirements for Nasdaq. Although we regained compliance in January 2024, in October 2024 we received new notices of non-compliance from Nasdaq informing us that we have until April 2, 2025 to regain compliance with Nasdaq’s continued listing requirements. See “Information About the Companies — Cyclo’s Nasdaq Listing.” If we fail to satisfy the continued listing requirements of Nasdaq at such time, Nasdaq may take steps to de-list our securities. Such a de-listing would likely have a negative effect on the price of Cyclo Common Stock and would impair your ability to sell or purchase Cyclo Common Stock when you wish to do so. In the event of a de-listing, we would take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow Cyclo Common Stock to become listed again, stabilize the market price or improve the liquidity of our securities, prevent Cyclo Common Stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Nevada law.

Our bylaws provide that we will indemnify and hold harmless our officers and directors against claims arising from our activities to the maximum extent permitted by Nevada law. If we were called upon to perform under our indemnification agreement, then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase shares of Cyclo Common Stock.

We have never declared or paid any cash dividends on Cyclo Common Stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of the Cyclo Board after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors seeking cash dividends should not purchase our shares.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus and the documents incorporated herein by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on Rafael and Cyclo management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in the Sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference from Rafael’s and Cyclo’s most recent Annual Reports on Form 10-K and in Rafael’s and Cyclo’s Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.

All statements, other than statements of historical fact, included or incorporated herein regarding Rafael’s or Cyclo’s strategy, future operations, financial position, future revenues, projected costs, plans, prospects and objectives are forward-looking statements. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “think,” “may,” “could,” “will,” “would,” “should,” “continue,” “potential,” “likely,” “opportunity” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Additionally, statements concerning future matters such as Rafael’s and Cyclo’s expectations of business and market conditions, development and commercialization of new products, enhancements of existing products or technologies, and other statements regarding matters that are not historical are forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated or implied in Rafael and Cyclo’s forward-looking statements due to a number of factors including, but not limited to, those set forth above under the section entitled “Risk Factors” in this joint proxy statement/prospectus. Given these risks, uncertainties and other factors, many of which are beyond Rafael’s and Cyclo’s control, you should not place undue reliance on these forward-looking statements.

Except as required by law, Rafael and Cyclo assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this joint proxy statement/prospectus, even if new information becomes available in the future.

INFORMATION ABOUT THE COMPANIES

Rafael Holdings, Inc.

Rafael is a holding company with interests in clinical and early-stage pharmaceutical companies, including an investment in (and planned Merger with) Cyclo, a majority equity interest in LipoMedix, a clinical stage pharmaceutical company and a majority interest in Cornerstone, a cancer metabolism-based therapeutics company. Rafael also holds a majority interest in Rafael Medical Devices, an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries with its first product being a video endoscopic carpal tunnel release system, and a majority interest in Day Three, a company which empowers third-party manufacturers to reimagine their existing cannabis offerings enabling them to bring to market better, cleaner, more precise and predictable versions by utilizing Day Three’s technology and innovation like Unlokt™. In November 2022, Rafael resolved to curtail its early-stage development efforts, including pre-clinical research at Barer. The decision was taken to reduce spending as Rafael focuses on exploring strategic opportunities. Since then, Rafael has sought partners for programs at Farber and has entered into a license agreement for one of its technologies. Rafael’s primary focus is to expand its investment portfolio through opportunistic and strategic investments including therapeutics, which address high unmet medical needs. Upon closing of the Merger, Rafael intends to focus its efforts on Trappsol® Cyclo™ as its lead clinical program. In furtherance of that focus, Rafael intends to review its other activities to determine those with the greatest prospect of positive development or commercialization in the near to medium term, and allocate its resources accordingly, curtailing or ceasing efforts where warranted to ensure that it has the resources necessary to support its efforts with regard to Trappsol® Cyclo™.

Historically, Rafael owned real estate assets. In 2020, Rafael sold an office building located in Piscataway, New Jersey and, on August 22, 2022, Rafael sold the building at 520 Broad Street in Newark, New Jersey that serves as headquarters for Rafael and several tenants and an associated public garage. As of July 31, 2024, Rafael holds a portion of a commercial building in Jerusalem, Israel as its remaining real estate asset.

Rafael owns a 37.5% equity interest, which was, until March 13, 2024 (the date of the RP Finance Consolidation, as described below), accounted for under the equity method, in RP Finance LLC (“RP Finance”), an entity in which an entity associated with members of the family of Howard Jonas (Executive Chairman, Chairman of the Board, and controlling stockholder of Rafael) holds an additional 37.5% equity interest, which holds debt and equity investments in Cornerstone. In October 2021, Cornerstone announced that Avenger 500, its company sponsored, multicenter, randomized Phase III study for Devimistat in pancreatic cancer, did not meet its primary or secondary endpoints, and that the company was stopping its company sponsored, multicentered, randomized, ARMADA 2000 Phase III study for Devimistat in relapsed and refractory Acute Myeloid Leukemia based upon a recommendation it received from its independent data monitoring committee to stop the trial due to a determination that the trial was unlikely to achieve its primary endpoint. The Avenger 500 study was conducted in over 70 clinical trial sites in six different countries and the ARMADA 2000 study was conducted in over 50 clinical trial sites in nine different countries. The clinical trial data from these trials were shared with the FDA and the other health authorities of the countries in which these trials were conducted.

On March 13, 2024, Cornerstone consummated a restructuring of its outstanding debt and equity interests (the “Cornerstone Restructuring”). As a result of the Cornerstone Restructuring, Rafael became a 67% owner of the issued and outstanding common stock of Cornerstone (the “Cornerstone Acquisition”), and Cornerstone became a consolidated subsidiary of Rafael. The Cornerstone Acquisition is accounted for as an acquisition of a variable interest entity that is not a business in accordance with U.S. GAAP. Rafael was determined to be the accounting acquirer for financial reporting purposes. In conjunction with the Cornerstone Restructuring and Cornerstone Acquisition, Rafael reassessed its relationship with RP Finance, and as a result determined that RP Finance is still a variable interest entity and that Rafael became the primary beneficiary of RP Finance as Rafael now holds the ability to control repayment of the RP Finance Line of Credit which directly impacts RP Finance’s economic performance. Therefore, following the Cornerstone Restructuring and Cornerstone Acquisition, Rafael consolidated RP Finance (the “RP Finance Consolidation”).

In May 2023, Rafael first invested in Cyclo. See “Information About the Companies — Cyclo Therapeutics, Inc.” and “The Merger — Background of the Merger,” below.

LipoMedix is a clinical stage Israeli company focused on the development of Promitil®, a product candidate that is a liposomal delivery system for a prodrug of mitomycin C (MMC). The prodrug is called Mitomycin-C Lipidic Prodrug, also known as MLP, and it is a precursor chemical to MMC that is converted to MMC inside the body. As of October 31, 2024, Rafael’s ownership interest in LipoMedix was approximately 95%. LipoMedix has completed various clinical trials of Promitil® including a Phase 1A (as a single agent in solid tumors), a Phase 1B (as a single agent and in combination with capecitabine and/or bevacizumab in colorectal cancer), and a Phase 1B in combination with radiation therapy. In each of these trials, the primary endpoints included tolerability and determination of maximum tolerated dose (MTD). MTD was determined for each trial, and the most common adverse events (AEs) of clinical significance were thrombocytopenia and fatigue. Management plans for both of these AEs have been incorporated into ongoing development. While these studies have been completed, LipoMedix is now focused on a Phase 2 study of Promitil® as a single agent in refractory patients with ovarian or pancreatic cancer harboring BRCA and similar mutations. This is the only ongoing study of Promitil®. To date, more than 150 patients have been treated with Promitil® across these clinical trials and under compassionate use. All trials of Promitil® have been conducted in Israel.

In 2019, Rafael established Barer, a preclinical cancer metabolism research operation, to focus on developing a pipeline of novel therapeutic compounds, including compounds designed to regulate cancer metabolism with potentially broader application in other indications beyond cancer. Barer has been comprised of scientists and academic advisors that are experts in cancer metabolism, chemistry, and drug development. In addition to its own internal discovery efforts, Barer pursued collaborative research agreements and in-licensing opportunities with leading scientists from top academic institutions. Barer’s majority owned subsidiary, Farber Partners, LLC, was formed around one such agreement with Princeton University’s Office of Technology Licensing for technology from the laboratory of Professor Joshua Rabinowitz, in the Department of Chemistry, Princeton University, for an exclusive worldwide license to its SHMT (serine hydroxymethyltransferase) inhibitor program. In November 2022, Rafael resolved to curtail its early-stage development efforts, including pre-clinical research at Barer Institute. Since then, Rafael has sought partners for programs at Farber and has entered into a license agreement for one of its technologies.

In May 2021, Rafael formed Rafael Medical Devices, an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries. In August 2023, Rafael raised $925,000 from third parties in exchange for 31.62% ownership of Rafael Medical Devices. Rafael Medical Devices’ first product is a video endoscopic carpal tunnel release (“VECTR”) system. The VECTR System is composed of a handpiece and a proprietary tablet. The handpiece is an arthroscopic unit with an integrated surgical knife. The proprietary tablet is a registered Class I medical device that is commercially available. The handpiece is a single-use disposable device that combines the traditional manual surgical knife with an arthroscope all in one. It is fully integrated into a single unit and consists of a functional tip (surgical knife), live-action camera, light, cannula, and cord to connect to the proprietary tablet. The surgical knife can be used to sever tendons, ligaments, or fascia in the joints or limbs and is able to be protracted or retracted via a slide switch on the side of the handpiece. During procedures, surgeons will introduce the device through incisions made in the patient’s wrist. Once inside, the camera and light are to be used to visualize the surgical environment on the proprietary tablet. Once the surgeon has maneuvered the device into the desired location, the blade can be actuated and the ligament can be cut. Once cut, the surgeon will withdraw the blade and remove the device.

On December 11, 2024, Rafael Medical Devices received the FDA’s substantial equivalence determination for the VECTR System in response to Rafael Medical Devices’ 510(k) premarket notification. The FDA’s clearance of the VECTR System is for use in minimally invasive ligament or fascia release surgeries, such as carpal tunnel release in the wrist and cubital tunnel release in the elbow. The VECTR System has been classified into Class II and is subject to special controls (performance standards) in addition to the general controls provisions of the Federal Food, Drug and Cosmetic Act and the Quality System regulation codified in 21 CFR Part 820 which requires that each manufacturer establish a quality system by which the manufacturer monitors the manufacturing process and maintains records that show compliance with the FDA regulations and the manufacturer’s written specifications and procedures relating to each device, as well as other requirements and applicable laws and regulations. Rafael’s development of future products will depend upon the success of the VECTR System and Rafael’s ability to identify attractive opportunities in the marketplace.

On April 7, 2023, Rafael entered into a Common Stock Purchase Agreement (the “Day Three Purchase Agreement”) with Day Three. Day Three is a company which allows other third-party manufacturers to reimagine those other third-party manufacturers’ existing cannabis offerings by providing processing services utilizing technology and innovation like Unlokt™ to enable those other third-party manufacturers to bring to market better, cleaner, more precise and predictable versions of those other third-party manufacturers’ products. Pursuant to the Day Three Purchase Agreement, Rafael purchased 4,302 shares of common stock, post DTL Reverse Stock Split (as defined below), representing 38% of the

outstanding shares of common stock of Day Three (33.333% on a fully diluted basis), for a purchase price of $3.0 million. Rafael also received a warrant exercisable for 7,529 shares of common stock, post DTL Reverse Stock Split, at an aggregate purchase price of $3.0 million, which expires five years from the date of issuance or earlier based on the occurrence of certain events as defined in the Day Three Purchase Agreement (the “Day Three Warrant”).

In January 2024, Rafael entered into a series of transactions with Day Three and certain shareholders to purchase an aggregate of 13,771 shares of common stock, post DTL Reverse Stock Split, of Day Three, acquiring a controlling interest of Day Three (the “Day Three Acquisition”). As a result of the Day Three Acquisition, Rafael holds an aggregate 79% of the issued and outstanding shares of common stock of Day Three. Day Three has options and warrants outstanding that, when exercised, could dilute Rafael’s ownership interest in Day Three. In connection with the Day Three Acquisition, the Day Three Warrant was terminated. The acquisition date was determined to be January 2, 2024, which is the date that Rafael obtained a controlling interest in the common stock of Day Three. The Day Three Acquisition is being accounted for as a business combination in accordance with ASC 805.

Cyclo Therapeutics, Inc.

References to “we,” “us” or “our” in this section refer to Cyclo.

Cyclo is a clinical stage biotechnology company that develops cyclodextrin-based products for the treatment of neurodegenerative diseases. Cyclo filed a Type II Drug Master File with the U.S. Food and Drug Administration (“FDA”) in 2014 for its lead drug candidate, Trappsol® Cyclo™ (hydroxypropyl beta cyclodextrin) as a treatment for Niemann-Pick Type C disease (“NPC”). NPC is a rare and fatal autosomal recessive genetic disease resulting in disrupted cholesterol metabolism that impacts the brain, lungs, liver, spleen, and other organs. In 2015, Cyclo launched an International Clinical Program for Trappsol® Cyclo™ as a treatment for NPC. In 2016, Cyclo filed an Investigational New Drug application (“IND”) with the FDA, which described its Phase I clinical plans for a randomized, double blind, parallel group study at a single clinical site in the U.S. The Phase I study evaluated the safety and pharmacokinetics of Trappsol® Cyclo™ along with markers of cholesterol metabolism and markers of NPC during a 12-week treatment period of intravenous administration of Trappsol® Cyclo™ every two weeks to participants 18 years of age and older. The IND was approved by the FDA in September 2016, and in January 2017 the FDA granted Fast Track designation to Trappsol® Cyclo™ for the treatment of NPC. Initial patient enrollment in the U.S. Phase I study commenced in September 2017, and in May 2020 Cyclo announced Top Line data showing Trappsol® Cyclo™ was well tolerated in this study.

Cyclo has also completed a Phase I/II clinical study approved by European regulatory bodies with clinical trial centers in the United Kingdom, Sweden, and Israel. The Phase I/II study evaluated the safety, tolerability, and efficacy of Trappsol® Cyclo™ through a range of clinical outcomes, including neurologic, respiratory, and measurements of cholesterol metabolism and markers of NPC. Consistent with the 12-week US Phase I study (single US site), the European/Israel study administered Trappsol® Cyclo™ intravenously to NPC patients every two weeks in a double-blind, randomized trial, but differs in that the study period was for 48 weeks (24 doses). In March of 2021, Cyclo announced that 100% of patients who completed the trial (9 out of 12) improved or remained stable, and 89% met the outcome measure in at least two domains of the 17-domain NPC severity scale. We did not conduct a Phase II trial in the U.S. and instead relied on data obtained from our Phase I/II trial conducted outside the U.S. to support the commencement of our Phase III trial in the U.S. Additionally, in February 2020 Cyclo had a face-to-face “Type C” meeting with the FDA with respect to the initiation of its pivotal Phase III clinical trial of Trappsol® Cyclo™ based on the clinical data obtained from its Phase I/II clinical study conducted outside the U.S. At that meeting, Cyclo also discussed with the FDA submitting a New Drug Application under Section 505(b)(1) of the Federal Food, Drug, and Cosmetic Act for the treatment of NPC in pediatric and adult patients with Trappsol® Cyclo™. A similar request was submitted to the European Medicines Agency (“EMA”) in February 2020, seeking scientific advice and protocol assistance from the EMA for proceeding with a Phase III clinical trial in Europe. In October 2020, Cyclo received a “Study May Proceed” notification from the FDA with respect to the proposed Phase III clinical trial, and in June of 2021, Cyclo commenced enrollment in TransportNPC, a pivotal Phase III study of Trappsol® Cyclo™ for the treatment of NPC. In May 2024, Cyclo enrolled the last of the 104 patients in the Phase III study.

On May 17, 2010, the FDA designated Trappsol® Cyclo™ as an orphan drug for the treatment of NPC, which would provide Cyclo with the exclusive right to sell Trappsol® Cyclo™ for the treatment of NPC for seven years following FDA drug approval. In April 2015, Cyclo also obtained Orphan Drug Designation for Trappsol® Cyclo™ in Europe, which will provide Cyclo with 10 years of market exclusivity following regulatory approval, which period will be extended to 12 years upon acceptance by the EMA’s Pediatric Committee of Cyclo’s pediatric investigation plan demonstrating that Trappsol® Cyclo™ addresses the pediatric population. On January 12, 2017, Cyclo received Fast Track Designation from the FDA, and on December 1, 2017, the FDA designated NPC a Rare Pediatric Disease.

Cyclo is also exploring the use of cyclodextrins in the treatment of Alzheimer’s disease. In January 2018, the FDA authorized a single patient IND expanded access program using Trappsol® Cyclo™ for the treatment of Alzheimer’s disease. Based on the data collected from this patient combined with data from its NPC studies, Cyclo prepared a synopsis for an early stage protocol using Trappsol® Cyclo™ intravenously to treat Alzheimer’s disease that was presented to the FDA in January of 2021. Cyclo received feedback from the FDA on this synopsis in April 2021 and incorporated the feedback into an IND for a Phase II study for the treatment of Alzheimer’s disease with Trappsol® Cyclo™ that Cyclo submitted to the FDA in November 2021. In December of 2021, Cyclo received IND clearance from the FDA, allowing it to proceed with its Phase II study of Trappsol® Cyclo™ for the treatment of Alzheimer’s disease. U.S. sites for the study were activated during the second half of 2022, with patient dosing beginning in the first quarter of 2023.

Cyclo received a notice of allowance for its patent application for the treatment of Alzheimer’s disease from the U.S. Patent and Trademark Office (“USPTO”) on January 29, 2024 regarding its Patent Application No. 17/289,137 “Methods of Treating Alzheimer’s Disease.” Cyclo filed an international patent application in October 2019 under the Patent Cooperation Treaty directed to the treatment of Alzheimer’s disease with cyclodextrins and is pursuing national and regional stage applications based on this international application. On June 12, 2023, Cyclo received a communication from the European Patent Office (“EPO”) regarding its European Patent Application No.19805439.7 titled, “Methods for Treating Alzheimer’s Disease.” The EPO communication stated that “[t]he newly filed claims are considered to be allowable” and that “[t]he applicant is therefore requested to bring the description into conformity with these claims.” The terms of any patents resulting from these national or regional stage applications would be expected to expire in 2039 if all the requisite maintenance fees are paid.

Cyclo also continues to operate its legacy fine chemical business, consisting of the sale of cyclodextrins and related products to the pharmaceutical, nutritional, and other industries, primarily for use in diagnostics and specialty drugs. However, Cyclo’s core business has transitioned to a biotechnology company primarily focused on the development of cyclodextrin-based biopharmaceuticals for the treatment of disease from a business that had been primarily reselling basic cyclodextrin products.

On December 27, 2023, Cyclo completed a strategic combination pursuant to that certain Agreement and Plan of Merger, dated as of September 21, 2023, by and among Cyclo, Cameo Merger Sub, Inc., a wholly owned subsidiary of Cyclo (“Cameo Merger Sub”), and Applied Molecular Transport Inc. (“AMTI”), providing for the merger of Cameo Merger Sub with and into AMTI, with AMTI surviving the merger as a wholly owned subsidiary of Cyclo. As a result of the transaction, Cyclo acquired $10,042,488 in cash previously held by AMTI.

Cyclo’s Nasdaq Listing

Cyclo’s common stock is currently traded on Nasdaq under the symbol “CYTH.”

On May 15, 2023, Cyclo received a letter from Nasdaq stating that Cyclo was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”) because the stockholders’ equity of Cyclo of $(438,876) as of March 31, 2023, as reported in Cyclo’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023, was below the minimum requirement of $2,500,000. Pursuant to Nasdaq’s Listing Rules, Cyclo submitted to Nasdaq a plan in June 2023 to regain compliance with the Stockholders’ Equity Rule (a “Compliance Plan”). On August 1, 2023, Nasdaq notified Cyclo that based on its review of the Compliance Plan, Cyclo had been granted an extension to regain compliance with the Stockholders’ Equity Rule. As a result of the completion of the private placement of Cyclo’s securities to Rafael on August 1, 2023, Cyclo believed that it had regained compliance with the Stockholders’ Equity Rule as of that date. However, in a letter dated August 1, 2023, Nasdaq informed Cyclo that it would continue to monitor Cyclo’s ongoing compliance with the Stockholders’ Equity Rule and, if at the time of its next periodic report, Cyclo did not evidence compliance with the Stockholders’ Equity Rule, its securities may be subject to delisting.

On November 27, 2023, Cyclo received another letter from Nasdaq stating that Cyclo was not in compliance with the Stockholders’ Equity Rule because the stockholders’ equity of Cyclo of $1,052,670 as of September 30, 2023, as reported in Cyclo’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023, was below the minimum requirement of $2,500,000. In addition, the letter stated that Cyclo did not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. The letter stated that, unless Cyclo requested an appeal of Nasdaq’s determination regarding delisting, trading of the Cyclo Common Stock and Cyclo Public Warrants would be suspended at the opening of business on December 6, 2023. Prior to the hearing of Cyclo’s appeal of Nasdaq’s determination regarding delisting, on January 17, 2024, Cyclo received a letter from Nasdaq informing Cyclo that its deficiency under the Stockholders’ Equity Rule had been cured and that Cyclo was in compliance with all applicable Nasdaq listing standards.

On October 4, 2024, Cyclo received two letters from Nasdaq stating that Cyclo was not in compliance with (1) Nasdaq Listing Rule 5550(a)(2) for failing to maintain a closing bid price of no less than $1.00 per share for 30 consecutive trading days, (2) the Stockholders’ Equity Rule because the stockholders’ equity of Cyclo of $(5,122,748) as of June 30, 2024, as reported in Cyclo’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024, was below the minimum requirement of $2,500,000, (3) Nasdaq Listing Rule 5550(b)(2) for failing to maintain a minimum Market Value of Listed Securities of $35 million, and (4) Nasdaq Listing Rule 5550(b)(3) for failing to maintain net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years. Cyclo has until April 2, 2025 to regain compliance with the Nasdaq Listing Rules.

Tandem Therapeutics, Inc

Tandem Therapeutics, Inc., a Nevada corporation with a business address at 520 Broad Street, Newark, New Jersey 07102, is a wholly-owned subsidiary of Rafael (“First Merger Sub”) formed solely for the purpose of effectuating the Merger. First Merger Sub has no material assets and does not operate any business. To date, First Merger Sub has not conducted any activities other than those incidental to its formation and the execution of the Merger Agreement. After the consummation of the Merger, it will cease to exist.

Tandem Therapeutics, LLC

Tandem Therapeutics, LLC, a Nevada limited liability company with a business address at 520 Broad Street, Newark, New Jersey 07102, is a wholly-owned subsidiary of Rafael (“Second Merger Sub”) formed solely for the purpose of effectuating the Merger. Second Merger Sub has no material assets and does not operate any business. To date, Second Merger Sub has not conducted any activities other than those incidental to its formation and the execution of the Merger Agreement. After the consummation of the First Merger, Cyclo (as the surviving entity of the Merger with First Merger Sub) will merge with and into Second Merger Sub with Second Merger Sub being the Surviving Entity of the Second Merger and a wholly-owned limited liability company subsidiary of Rafael.

THE SPECIAL MEETING OF rafael’s STOCKHOLDERS

Overview

This joint proxy statement/prospectus is being provided to Rafael stockholders as part of a solicitation of proxies by the Rafael Board for use at the Rafael Special Meeting and at any adjournments of such meeting. This joint proxy statement/prospectus is being furnished to Rafael stockholders on or about [•], 2024. In addition, this joint proxy statement/prospectus is a prospectus for Rafael in connection with the issuance by Rafael of Rafael Class B Common Stock, Rafael Public Warrants, and Rafael Class B Common Stock underlying the Rafael Public Warrants, to be delivered to Cyclo stockholders in connection with the Merger. This joint proxy statement/prospectus provides Rafael stockholders with information they need to be able to vote or instruct their vote to be cast at the Rafael Special Meeting.

Date, Time and Place of the Rafael Special Meeting

The Rafael Special Meeting will be held on [•], 2024, at [•] a.m., Eastern Time, at 520 Broad Street, Newark, New Jersey 07102.

Record Date; Outstanding Shares; Shares Entitled to Vote

The Rafael Board has fixed the close of business in New York, NY on [•] as the record date (the “Record Date”) for determining the holders of shares of Rafael Class A Common Stock and Rafael Class B Common Stock entitled to notice of, and to vote at, the Rafael Special Meeting. As of the close of business on the Record Date, Rafael had [•] shares issued and outstanding and entitled to vote at the Rafael Special Meeting, consisting of 787,163 shares of Rafael Class A Common Stock and [•] shares of Rafael Class B Common Stock.

Rafael stockholders are entitled to three votes for each share of Rafael Class A Common Stock held by them and one-tenth of one vote for each share of Rafael Class B Common Stock. The holders of Rafael Class A Common Stock and Rafael Class B Common Stock will vote as a single body on each proposal and any other matter properly coming before the Rafael Special Meeting. There are no dissenters’ rights of appraisal in connection with any proposal.

Attendance

If you are a stockholder of record of Rafael at the close of business on [•], 2024, you may attend the Rafael Special Meeting and vote your shares in person, in lieu of submitting your proxy via the Internet or by completing, signing, dating and returning the enclosed proxy card.

If you are a beneficial holder of Rafael Common Stock, you are also invited to attend the Rafael Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Rafael Special Meeting unless you request and obtain a valid “legal proxy” from your broker, bank or nominee.

Only Rafael stockholders of record, as of the close of business on the record date, beneficial owners of Rafael Common Stock as of the record date, holders of valid proxies for the Rafael Special Meeting, and invited guests of Rafael may attend the Rafael Special Meeting. All attendees should be prepared to present government-issued photo identification (such as a driver’s license or passport) for admittance. The additional items, if any, that attendees must bring depend on whether they are stockholders of record, beneficial owners or proxy holders.

You can vote either in person at the Rafael Special Meeting or by proxy without attending the Rafael Special Meeting.

Rafael Proposals

At the Rafael Special Meeting, Rafael stockholders will be asked to vote upon the following proposals:

•        To consider and vote upon a proposal to approve the issuance of shares of Rafael Class B Common Stock in exchange for shares of Cyclo Common Stock in connection with the Merger; and

•        To consider and vote upon a proposal to approve the adjournment of the Rafael Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are insufficient votes present in person or by proxy for, or otherwise in connection with, the approval of the Rafael Share Issuance Proposal.

Quorum

The presence at the Rafael Special Meeting of a majority of the voting power of the outstanding Rafael Class A Common Stock and Rafael Class B Common Stock (voting together), either in person or by proxy, will constitute a quorum for the transaction of business at the Rafael Special Meeting. Abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. A “broker non-vote” on a matter occurs when a broker, bank or your representative may not vote on a particular matter because it does not have discretionary voting authority and has not received instructions from the beneficial owner. Because brokers will not have discretionary authority to vote on any of the proposals, a share held by a broker without any voting instructions will not be deemed present or represented by proxy at the Rafael Special Meeting and will not count towards establishing a quorum.

If you are a beneficial owner whose shares are held of record by a broker, you must instruct your broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any of the proposals. In the event of a broker non-vote or an abstention with respect to any proposal coming before the Rafael Special Meeting, the shares represented by the relevant proxy will not be deemed to be present and entitled to vote on the Rafael Proposals for the purpose of determining the total number of shares of which a majority is required for adoption, having the practical effect of reducing the number of affirmative votes required to achieve a majority vote for such matters by reducing the total number of shares from which a majority is calculated.

Votes Required; Recommendation of the Rafael Board of Directors

Rafael Proposal to approve the issuance of Rafael Class B Common Stock in connection with the Merger.

Rafael stockholders are being asked to consider and vote on a proposal to the approve issuance of Rafael Class B Common Stock in exchange for shares of Cyclo Common Stock in connection with the Merger (the “Rafael Share Issuance Proposal”). You should carefully read this joint proxy statement/prospectus in its entirety for more detailed information concerning the Merger. In particular, you are directed to the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus.

The approval of the Rafael Share Issuance Proposal requires the affirmative vote of the holders of a majority of votes cast by the holders of Rafael Common Stock present in person or represented by proxy and entitled to vote thereon at the meeting.

The Board of Directors of Rafael unanimously recommends that you vote “FOR” the approval of the Rafael Share Issuance Proposal.

Rafael Proposal to Adjourn the Rafael Special Meeting

Rafael stockholders are being asked to consider and vote upon a proposal to approve adjournment of the Rafael Special Meeting to a later date or dates, if necessary to permit further solicitation of proxies in the event there are insufficient votes present in person or by proxy for, or otherwise in connection with, the approval of Rafael Share Issuance Proposal.

The Board of Directors of Rafael recommends that you vote “FOR” the Rafael Adjournment Proposal.

The approval of the Rafael Adjournment Proposal requires the affirmative vote of the holders of a majority of votes cast by the holders of Rafael Common Stock present in person or represented by proxy and entitled to vote thereon at the Rafael Special Meeting.

Share Ownership and Voting by Rafael’s Officers and Directors

As of the Record Date, Rafael’s directors and executive officers had the right to vote approximately [•] shares of Rafael Common Stock, representing approximately [•]% of the shares of Rafael Common Stock then outstanding and entitled to vote at the Rafael Special Meeting and approximately [•]% of the voting power of all shares entitled to vote at the Rafael Special Meeting. It is expected that Rafael’s directors and executive officers who are stockholders of Rafael will vote “FOR” each of the proposals described above, including Rafael’s Chairman and the Board of Directors, Howard Jonas entered into a Support Agreement, which is attached as Annex C to this joint proxy statement/prospectus, pursuant to which he has agreed to vote in favor of the Rafael Share Issuance Proposal and the Rafael Adjournment Proposal.

Voting Your Shares

You can vote either in person at the Rafael Special Meeting or by proxy without attending the Rafael Special Meeting.

Beneficial holders of Rafael Class A Common Stock and Rafael Class B Common Stock as of the Record Date whose stock is held of record by another party should receive voting instructions from their bank, broker or other holder of record. If a stockholder’s shares are held through a nominee and the stockholder wants to vote at the Rafael Special Meeting, such stockholder must obtain a proxy from the nominee record holder authorizing such stockholder to vote at the Rafael Special Meeting.

Rafael stockholders of record should receive a paper copy of our proxy materials and may vote by following the instructions on the proxy card that is included with the proxy materials. As set forth on the proxy card, there are two convenient methods for holders of record to direct their vote by proxy without attending the Rafael Special Meeting: on the Internet or by mail. To vote by Internet, visit www.voteproxy.com. To vote by mail, mark, date and sign the enclosed proxy card and return it in the postage-paid envelope provided. Holders of record may also vote by attending the Rafael Special Meeting and voting by ballot.

All shares for which a proxy has been duly executed and delivered (by Internet or mail) and not revoked will be voted at the Rafael Special Meeting. If a stockholder of record signs and returns a proxy card but does not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented at the Rafael Special Meeting for consideration and if you have voted your shares by Internet or mail, the persons named as proxies will have the discretion to vote on those matters for you. On the date of filing this joint proxy statement/prospectus with the SEC, the Board of Directors did not know of any other matter to be raised at the Rafael Special Meeting.

If you own shares in your own name, you are considered, with respect to those shares, the “stockholder of record”. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent acting as nominee, your shares are held by your broker, bank or other agent as your nominee, or in “street name,” and you will need to obtain a proxy form from the organization that holds your shares and follow the instructions included on that form regarding how to instruct the organization to vote your shares. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee.

Banks, brokers and other agents acting as nominees are permitted to use discretionary voting authority to vote proxies for proposals that are deemed “routine” by the NYSE, but are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed “non-routine” by the NYSE. A “broker non-vote” occurs when a proposal is deemed “non-routine” and a nominee holding shares for a beneficial owner does not have discretionary voting authority with respect to the matter being considered and has not received instructions from the beneficial owner. The determination of which proposals are deemed “routine” versus “non-routine” may not be made by the NYSE until after the date on which this joint proxy statement/prospectus has been mailed to you. As such, it is important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your shares.

If you do not provide voting instructions to your bank, broker or other nominee, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee will not be able to vote your shares on those matters for which specific authorization is required. Brokers do not generally have, and are not expected to have, discretionary authority to vote on any of the proposals presented at the Rafael Special Meeting.

How Can I Change My Vote?

A stockholder of record can revoke his, her or its proxy at any time before it is voted at the Rafael Special Meeting by delivering to Rafael (to the attention of Joyce J. Mason, Esq., Corporate Secretary) a written notice of revocation or by executing a later-dated proxy by Internet or mail, or by attending the Rafael Special Meeting and voting in person.

If your shares are held in the name of a bank, broker, or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker, or nominee) to be able to vote at the Rafael Special Meeting.

Costs of Solicitation

Rafael will bear all costs and expenses in connection with the solicitation of proxies, including the costs of preparing, printing and mailing this joint proxy statement/prospectus for the Rafael Special Meeting.

Other Business

Rafael is not aware of any other business to be acted upon at the Rafael Special Meeting. If, however, other matters are properly brought before the Rafael Special Meeting, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the Rafael Board may recommend.

Assistance

Rafael stockholders who have questions about the Merger Agreement, the Merger or the other matters to be voted on at the Rafael Special Meeting who need assistance submitting their proxy or voting shares or who desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:

Rafael Holdings, Inc.
520 Broad Street
Newark N.J. 07102
Attn: Secretary

Certain Governance Matters Following the Transactions

Following the consummation of the Merger, the Rafael Board will consist of six (6) members, comprised of the current members of the Rafael Board and Markus W. Sieger, who has been designated by Cyclo. The executive officers of Rafael will remain the same.

No Appraisal Rights

Appraisal rights are not available to holders of Rafael Common Stock in connection with the Merger.

Listing of Rafael Class B Common Stock on NYSE

The Rafael Class B Common Stock is currently listed on the NYSE under the symbol “RFL”. On December 18, 2024, the last reported sale price for the Rafael Class B Common Stock was $1.71 per share. Following the Merger, it is expected that the Rafael Class B Common Stock will continue to be listed on the NYSE.

Rafael is asking its stockholders to consider and vote upon proposals. subject to the conditions set forth in the Merger Agreement, to approve the issuance of Rafael Class B Common Stock in exchange for shares of Cyclo Common Stock in connection with the Merger, for the purposes of complying with the applicable provisions of Section 312.03 of the NYSE’s Listed Company Manual.

Reasons for the Approval for Purposes of NYSE Listing Rule 312.03

Pursuant to Section 312.03(c) of the NYSE’s Listed Company Manual, stockholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions if: (1) the common stock has, or will have upon issuance, voting power equal to or in excess of 20 percent of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20 percent of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock.

The aggregate number of shares of Rafael Class B Common Stock that Rafael will issue in connection with the Merger will exceed 20% of the number of shares of Rafael Class B Common Stock outstanding before such issuance, and, for this reason, Rafael is seeking the approval of Rafael stockholders for the issuance of shares of Rafael Class B Common Stock to holders of Cyclo Common Stock. Rafael is required to complete a supplemental listing application to have the shares of Rafael Class B Common Stock issued to Cyclo stockholders listed on the NYSE.

THE SPECIAL MEETING OF CYCLO’S SHAREHOLDERS

Overview

This joint proxy statement/prospectus is being mailed on or about October [•], 2024, to holders of record of Cyclo Common Stock as of the close of business on October [•], 2024, and constitutes notice of the Cyclo Special Meeting in conformity with the requirements of the Nevada Revised Statutes.

This joint proxy statement/prospectus is being provided to Cyclo stockholders as part of a solicitation of proxies by the Cyclo Board for use at the Cyclo Special Meeting and at any adjournments or postponements thereof. Cyclo stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the Merger Agreement.

Date, Time, and Place of the Cyclo Special Meeting

The Cyclo Special Meeting will be held on [•], 2024, starting at [•] (Eastern Time) at the offices of Fox Rothschild LLP, 101 Park Avenue, 17th Floor, New York, New York 10178.

Cyclo stockholders who wish to attend the special meeting may be asked to present valid photo identification. Please note that if you hold your shares of Cyclo Common Stock in “street name,” you will need to bring a copy of your voting instruction card or brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the meeting, and, if you intend to vote your shares held in “street name” at the special meeting, you must also bring a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the special meeting.

Purpose of the Cyclo Special Meeting

At the Cyclo Special Meeting, Cyclo stockholders will be asked to consider and vote upon the following proposals:

•        Cyclo Proposal 1 — To approve the Cyclo Merger Proposal; and

•        Cyclo Proposal 2 — To approve the Cyclo Adjournment Proposal.

Recommendation of the Cyclo Board

At a meeting of the Cyclo Board held on August 21, 2024, the Cyclo Board (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair and in the best interests of Cyclo and its stockholders, (2) approved and adopted, pursuant to Section 92A.120 of the Nevada Revised Statutes, the Merger Agreement and the transactions contemplated thereby, (3) directed that the adoption of the Merger Agreement be submitted to a vote of Cyclo’s stockholders at a meeting of Cyclo’s stockholders, (4) subject to the terms and conditions of the Merger Agreement, recommended that Cyclo’s stockholders approve the adoption of the Merger Agreement and approve the Merger on the terms and subject to the conditions set forth in the Merger Agreement, and (5) authorized and approved all other matters reasonably required to consummate the Merger.

The Cyclo Board recommends that Cyclo stockholders vote “FOR” the Cyclo Merger Proposal and, if necessary, “FOR” the Cyclo Adjournment Proposal.

See also the section entitled “The Merger — Recommendation of the Cyclo Special Committee and Cyclo Board and Cyclo’s Reasons for the Merger.”

Record Date for the Cyclo Special Meeting; Stock Entitled to Vote

Only holders of record of shares of Cyclo Common Stock at the close of business on the Cyclo record date will be entitled to notice of, and to vote at, the Cyclo Special Meeting and any postponements or adjournments thereof. Holders of Cyclo Common Stock at the close of business on the Cyclo record date may cast one vote for each share of Cyclo Common Stock that the holder owned as of the Cyclo record date, including (i) shares held directly in the name of the holder of record and (ii) shares held on behalf of the holder as the beneficial owner in street name through a bank, broker, or other nominee.

On the Cyclo record date, there were outstanding a total of [•] shares of Cyclo Common Stock entitled to vote at the Cyclo Special Meeting. Holders of Cyclo Common Stock at the close of business on the Cyclo record date may cast one vote for each share of Cyclo Common Stock that the holder owned as of the Cyclo record date, including (i) shares held directly in the name of the holder of record and (ii) shares held on behalf of the holder as the beneficial owner in street name through a bank, broker, or other nominee.

Solicitation of Proxies

The cost of proxy solicitation for the Cyclo Special Meeting will be borne by Cyclo. Cyclo has retained Okapi Partners LLC, as proxy solicitor, to assist with the solicitation of proxies in connection with the Cyclo Special Meeting. Cyclo has agreed to pay Okapi Partners LLC a fee of $11,000, plus costs and expenses. Cyclo has agreed to indemnify Okapi against various liabilities and expense that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Solicitation will initially be made by mail. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of Cyclo, without additional remuneration, by personal interview, telephone, electronic communication or otherwise. Cyclo will also request brokerage firms, nominees, custodians, and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the Cyclo record date and will provide customary reimbursement to such firms for the cost of forwarding these materials.

Quorum

The holders of one-third of the voting power of Cyclo, present in person or represented by proxy, shall constitute a quorum. Shares of Cyclo Common Stock represented at the Cyclo Special Meeting in person or by proxy and entitled to vote, but not voted, including shares for which a stockholder directs an abstention from voting, will be counted for the purposes of determining a quorum. However, because all of the proposals for consideration at the Cyclo Special Meeting are considered non-routine matters, shares held in street name will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the Cyclo Special Meeting. It is therefore critical that you cast your vote by instructing your bank, broker, or other nominee on how to vote.

Votes Required

•        Cyclo Merger Proposal.    Approval of the Cyclo Merger Proposal requires the affirmative vote of a majority of the voting power of the outstanding shares of Cyclo Common Stock entitled to vote thereon.

•        Cyclo Adjournment Proposal.    Approval of the Cyclo Adjournment Proposal requires the affirmative vote of Cyclo stockholders representing a majority of the voting power of the shares of Cyclo Common Stock present in person or represented by proxy at the Cyclo Special Meeting and entitled to vote thereon.

Abstentions and Broker Non-Votes

Failure to vote at the Cyclo Special Meeting or vote by proxy at the Cyclo Special Meeting, abstentions, and broker non-votes (if any) will have the same effect as a vote against the Cyclo Merger Proposal. Abstentions will have the same effect as a vote against the Cyclo Adjournment Proposal, and broker non-votes will have no effect on the outcome of the Cyclo Adjournment Proposal. Shares of Cyclo Common Stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If you are a Cyclo stockholder of record and you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Cyclo Common Stock represented by your proxy will be counted as present for purposes of determining the presence of a quorum for the Cyclo Special Meeting and will be voted “FOR” that proposal.

Voting Power of Cyclo’s Directors and Executive Officers

On the Cyclo record date, 43.2% of the Cyclo Common Stock outstanding and entitled to vote was held by Cyclo directors and executive officers and their respective affiliates including Rafael. In connection with the execution of the Merger Agreement, Rafael entered into the Voting Agreements with certain of Cyclo’s directors and officers, collectively owning, directly and indirectly through their respective affiliates, approximately 12.0% of the outstanding shares of Cyclo Common Stock pursuant to which such directors and officers have agreed, among other things, to vote all shares of Cyclo Common Stock beneficially owned by them in favor of the Cyclo Merger Proposal.

Attending the Cyclo Special Meeting

All holders of Cyclo Common Stock as of the Cyclo record date, including stockholders of record and stockholders who hold shares through banks, brokers, or other nominees, are invited to attend the Cyclo Special Meeting in person; however, only stockholders of record can vote at the Cyclo Special Meeting.

If you wish to attend the Cyclo Special Meeting in person, you must register in advance by contacting Okapi Partners LLC, the proxy solicitor for Cyclo, no later than at noon Eastern Time on [•], 2024. You may contact Okapi Partners LLC, by emailing info@okapipartners.com or by calling toll-free at (877) 566-1922, or for banks, brokers, trustees, and other nominees, collect at (212) 297-0720.

When contacting Okapi Partners LLC, please provide your name, the name under which you hold Cyclo Common Stock of record or evidence of your beneficial ownership of Cyclo Common Stock. As noted above, if you own Cyclo Common Stock in street name you must obtain a “legal proxy” from the bank or brokerage firm that holds your shares in order to vote your shares at the Cyclo Special Meeting. On the day of the Cyclo Special Meeting, each stockholder will be required to present a valid picture identification such as a driver’s license or passport and evidence of your beneficial ownership of Cyclo Common Stock.

Voting of Proxies by Registered Stockholders

Stockholders whose shares are registered in their own names may vote by proxy by mail or over the Internet (in addition, to voting in person at the Cyclo Special Meeting). If voting by mail, registered stockholders may complete, sign, date and return by mail the accompanying proxy in the postage-paid envelope provided with the proxy materials. Information and applicable deadlines for voting through the Internet are set forth on the enclosed proxy card. Shares of Cyclo Common Stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If you are a Cyclo stockholder of record and you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of Cyclo Common Stock represented by your proxy will be counted as present for purposes of determining the presence of a quorum for the Cyclo Special Meeting and will be voted “FOR” that proposal.

At the date hereof, Cyclo management has no knowledge of any business that will be presented for consideration at the Cyclo Special Meeting, and which would be required to be set forth in this joint proxy statement/prospectus other than the matters set forth in Cyclo’s accompanying Notice of Special Meeting of Stockholders. In accordance with Cyclo’s bylaws and Nevada law, business transacted at the Cyclo Special Meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the Cyclo Special Meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their best judgment on such matter.

Your vote is important. Whether or not you expect to attend the Cyclo Special Meeting in person, you are urged to vote your shares as promptly as possible by (1) accessing the Internet website specified on your proxy card; or (2) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Cyclo Special Meeting.

Shares Held in Street Name

If you hold your shares of Cyclo Common Stock in a stock brokerage account or if your shares are held by a bank or nominee (that is, in street name), you must instruct such bank, broker or nominee on how to vote your shares if you wish to have them counted. Your bank, broker, or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your shares of Cyclo Common Stock, so you should carefully read the materials provided to you by your bank, broker or other nominee.

Please note that you may not vote shares held in street name by returning a proxy card directly to Cyclo or by voting at the Cyclo Special Meeting. If you hold your Cyclo Common Stock in street name and you do not instruct your broker on how to vote any of your shares on either of the two non-routine proposals at the Cyclo Special Meeting, your shares will not be counted toward determining whether a quorum is present and your broker will not be allowed to vote your shares. Your shares will be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your shares with respect to one or more of the proposals at the Cyclo

Special Meeting. It is therefore critical that you cast your vote by instructing your bank, broker, or other nominee on how to vote. Brokers will not be able to vote on either of the proposals before the Cyclo Special Meeting unless they have received voting instructions from the beneficial owners.

For a discussion of the consequences of failing to instruct your bank, broker, or other nominee, see the sections entitled “The Cyclo Special Meeting — Abstentions and Broker Non-Votes” and “The Cyclo Special Meeting — Quorum.”

Revocability of Proxies and Changes to a Cyclo Stockholder’s Vote

If you are a holder of shares of Cyclo Common Stock as of the record date of the Cyclo Special Meeting, you may change your vote or revoke your proxy at any time prior to the taking of the vote at the Cyclo Special Meeting.

If you are a Cyclo stockholder of record, you may change your vote by (1) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (2) providing a written notice of revocation to our Corporate Secretary at Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, FL 32653 prior to your shares being voted, or (3) attending the Cyclo Special Meeting in person and voting at the Cyclo Special Meeting. Attendance at the Cyclo Special Meeting will not cause your previously granted proxy to be revoked unless you specifically so request or vote in person at the Cyclo Special Meeting.

For shares of Cyclo Common Stock you hold beneficially in street name by a broker, bank, trust or other nominee, you generally may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Cyclo Special Meeting and voting during the meeting.

Adjournments

Although it is not currently expected, the Cyclo Special Meeting may be adjourned if (i) there are insufficient votes at the time of the Cyclo Special Meeting to approve the Cyclo Merger Proposal or there are holders of insufficient shares of the Cyclo Common Stock present or represented by proxy at the Cyclo Special Meeting or any adjournment or postponement thereof to constitute a quorum; (ii) Cyclo is required to postpone or adjourn the Cyclo Special Meeting by applicable law, order or a request from the SEC; or (iii) the Cyclo Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable law to postpone or adjourn the Cyclo Special Meeting in order to give Cyclo stockholders sufficient time to evaluate any information or disclosure that Cyclo has sent to the Cyclo stockholders or otherwise made available by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of the Merger Agreement (together, the “Cyclo Adjournment or Postponement Reasons”). If a quorum is present, adjourning the Cyclo Special Meeting requires the affirmative vote of Cyclo stockholders representing a majority of the voting power of the shares of Cyclo Common Stock present in person or represented by proxy at the Cyclo Special Meeting and entitled to vote thereon. If a quorum is not present, the chairperson of the meeting or the stockholders entitled to vote at the meeting, present in person or represented by proxy, may adjourn the Cyclo Special Meeting. Pursuant to Cyclo’s bylaws, the determination of stockholders entitled to notice of or to vote at the Cyclo Special Meeting will be effective for any adjournment of the meeting unless the Cyclo Board fixes a new record date for the adjourned meeting. The Cyclo Board must fix a new record date if the meeting is adjourned more than 60 days after the Cyclo Special Meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. If the Cyclo Special Meeting is adjourned, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use.

Postponements

At any time prior to convening the Cyclo Special Meeting, the Cyclo Board may postpone the Cyclo Special Meeting for any of the Cyclo Adjournment or Postponement Reasons without the approval of the Cyclo stockholders. If the Cyclo Special Meeting is postponed, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use. Pursuant to Cyclo’s bylaws, the determination of stockholders entitled to notice of or to vote at the Cyclo Special Meeting will be effective for any postponement of the meeting unless the Cyclo Board fixes a new record date for the postponed meeting. The Cyclo Board must fix a new record date if the meeting is postponed more than 60 days after the original date set for the Cyclo Special Meeting.

Stockholder List

A list of Cyclo stockholders entitled to vote at the Cyclo Special Meeting will be available for inspection at Cyclo’s principal place of business, located at 6714 NW 16th Street, Suite B, Gainesville, FL 32653, at least 10 days prior to the date of the Cyclo Special Meeting and continuing through the date thereof, between the hours of 9:00 a.m. and 5:00 p.m. (Eastern Time).

Tabulation of Votes

Cyclo will appoint an inspector of election for the meeting to determine whether or not a quorum is present and to tabulate votes cast by proxy or in person at the Cyclo Special Meeting.

How You Can Reduce the Number of Copies of Cyclo’s Proxy Materials You Receive

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process is commonly referred to as “householding.”

A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders prior to the mailing date. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or Cyclo that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, or (2) direct your written request to: Corporate Secretary, Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, FL 32653. Stockholders who receive multiple copies of the proxy statement or annual report at their address and would like to request householding of their communications should contact their broker. In addition, Cyclo will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Assistance

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should, if you are a Cyclo stockholder, contact Cyclo’s proxy solicitor at:

Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Banks and Brokerage Firms Please Call (212) 297-0720
Shareholders and All Others Call Toll-Free: (877) 566-1922
Email: info@okapipartners.com

Cyclo Proposal 1 — Adoption of the Merger Agreement

CYCLO PROPOSAL 1 — ADOPTION OF THE MERGER AGREEMENT

Cyclo stockholders are asked to approve the adoption of the Merger Agreement and all related transactions contemplated thereby. Cyclo stockholders should carefully read this joint proxy statement/prospectus in its entirety, including the documents incorporated by reference herein and the Merger Agreement, for more detailed information concerning the Merger Agreement and the Cyclo Merger Proposal. For a detailed discussion of the terms of the Merger Agreement and the Merger, see the information about the Merger and the Merger Agreement throughout this joint proxy statement/prospectus, including the information set forth in the section entitled “The Merger Agreement.” A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

Approval of the Cyclo Merger Proposal is a condition to completion of the Merger. If the Cyclo Merger Proposal is not approved, the Merger will not occur. For a detailed discussion of the conditions of the Merger, see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger.”

Approval of the Cyclo Merger Proposal requires the affirmative vote of Cyclo stockholders representing a majority of the voting power of the outstanding shares of Cyclo Common Stock entitled to vote thereon. Failure to vote at the Cyclo Special Meeting or vote by proxy at the Cyclo Special Meeting, abstentions, and broker non-votes (if any) will have the same effect as a vote against the Cyclo Merger Proposal. Shares of Cyclo Common Stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Cyclo stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Cyclo Common Stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Cyclo Special Meeting and all of such shares will be voted as recommended by the Cyclo Board.

At a meeting of the Cyclo Board on August 21, 2024, the Cyclo Board (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair and in the best interests of Cyclo and its stockholders, (ii) approved and adopted, pursuant to Section 92A.120 of the Nevada Revised Statutes, the Merger Agreement and the transactions contemplated thereby, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of Cyclo’s stockholders at a meeting of Cyclo’s stockholders, (iv) subject to the terms and conditions of the Merger Agreement, recommended that Cyclo’s stockholders approve the adoption of the Merger Agreement and approve the Merger on the terms and subject to the conditions set forth in the Merger Agreement, and (v) authorized and approved all other matters reasonably required to consummate the Merger.

IF YOU ARE A CYCLO STOCKHOLDER, THE CYCLO BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

Cyclo Proposal 2 — Adjournment of the Cyclo Special Meeting

CYCLO PROPOSAL 2 — ADJOURNMENT OF THE CYCLO SPECIAL MEETING

This proposal would permit the Cyclo Board to adjourn from time to time the Cyclo Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Cyclo Special Meeting to approve the Cyclo Merger Proposal or if there are insufficient shares of Cyclo Common Stock present or represented by proxy at the Cyclo Special Meeting to constitute a quorum at the Cyclo Special Meeting or any adjournment or postponement thereof.

Pursuant to Cyclo’s bylaws, the determination of stockholders entitled to notice of or to vote at the Cyclo Special Meeting will be effective for any adjournment of the meeting unless the Cyclo Board fixes a new record date for the adjourned meeting. The Cyclo Board must fix a new record date if the meeting is adjourned more than 60 days after the Cyclo Special Meeting.

Approval of the Cyclo Adjournment Proposal requires the affirmative vote of Cyclo stockholders representing a majority of the voting power of the shares of Cyclo Common Stock present in person or represented by proxy at the Cyclo Special Meeting and entitled to vote thereon. For the Cyclo Adjournment Proposal, abstentions will have the same effect as a vote against the proposal, and broker non-votes will have no effect on the outcome of the proposal. Shares of Cyclo Common Stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Cyclo stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Cyclo Common Stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Cyclo Special Meeting and all of such shares will be voted as recommended by the Cyclo Board.

IF YOU ARE A CYCLO STOCKHOLDER, THE CYCLO BOARD RECOMMENDS
THAT YOU VOTE “FOR” THE PROPOSAL TO PERMIT THE CYCLO BOARD TO
ADJOURN THE CYCLO SPECIAL MEETING.

THE MERGER

This section and the section entitled “The Merger Agreement” describe the material aspects of the Merger, including the Merger Agreement. While Rafael and Cyclo believe that the following description covers the material terms of the Merger, the description may not contain all of the information that is important to you. Rafael and Cyclo encourage you to read carefully this entire joint proxy statement/prospectus, including the Merger Agreement attached to this joint proxy statement/prospectus as Annex A, for a more complete understanding of the Merger.

General

Under the terms of the Merger Agreement, at the First Effective Time, First Merger Sub shall be merged with and into Cyclo, and the separate existence of First Merger Sub shall cease. As a result of the First Merger, Cyclo will continue as the surviving entity in the First Merger (the “First Step Surviving Corporation”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Second Effective Time, the First Step Surviving Corporation will merge with and into Second Merger Sub, and the separate existence of the First Step Surviving Corporation shall cease. As a result of the Second Merger, Second Merger Sub will continue as the surviving entity in the Second Merger (the “Surviving Entity”). If the Merger is completed, Cyclo stockholders will have the right to receive, for each share of Cyclo Common Stock issued and outstanding immediately prior to the First Effective Time (other than certain excluded shares specified in the Merger Agreement) a number of shares of Cyclo Common Stock equal to the Exchange Ratio as described in more detail in the section entitled “The Merger Agreement — Merger Consideration.” No fractional shares of Rafael Class B Common Stock will be issued in connection with the Merger, and the number of shares of Rafael Class B Common Stock to be issued to Cyclo stockholders shall be rounded up to the nearest whole share. Upon completion of the Merger, it is expected that Cyclo stockholders will own approximately 20.5% of the outstanding Rafael Common Stock and approximately 11.8% of the voting power of such Rafael Common Stock because each share of Rafael Class B Common Stock is entitled to one-tenth of a vote per share as compared to each share of Rafael Class A Common Stock which is entitled to three (3) votes per share.

Following the Merger, the Surviving Entity holding Cyclo’s business will become a wholly-owned subsidiary of Rafael.

The directors and officers of the First Step Surviving Corporation immediately after the First Effective Time and the managers and officers of the Surviving Entity immediately after the First Effective Time, shall be the respective individuals listed in a schedule to the Merger Agreement (as may be amended from time to time), each to hold office in accordance with the applicable governing documents and applicable law, until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

For U.S. federal income tax purposes, the Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended.

Merger Consideration

As a result of the Transactions, at the First Effective Time, each outstanding share of Cyclo Common Stock will be automatically cancelled and retired and cease to exist, and will entitle the holder to receive a number of shares of Rafael Class B Common Stock according to the Exchange Ratio. The Exchange Ratio will be based upon a price for Cyclo Common Stock of $0.95 per share and (A) the sum of (i) Rafael’s cash, cash equivalents and marketable securities, (ii) certain other assets of Rafael and (iii) the amounts loaned by Rafael to Cyclo prior to closing of the Merger, less (B) certain current liabilities of Rafael, and the number of shares of Rafael capital stock outstanding at the closing of the Merger. See “The Merger Agreement” beginning on page 78 of this joint proxy statement/prospectus. No fractional shares of Rafael Class B Common Stock will be issued in connection with the Merger and the number of shares of Rafael Class B Common Stock to be issued to Cyclo stockholders will be rounded up to the nearest whole share.

Background of the Merger

Cyclo (formerly known as Cyclodextrin Technologies Development, Inc. and CTD Holdings, Inc.) was organized as a Florida corporation on August 9, 1990, specializing in cyclodextrins. Cyclo became a public company listed on the OTC in May 1994. In 2014, Cyclo expanded into a bio-technology company that is developing cyclodextrin-based products for the treatment of neurodegenerative diseases. Cyclo was reincorporated on November 6, 2020, in the State of Nevada, and uplisted to the Nasdaq Stock Market.

Cyclo has been focused on leveraging its over three decades of experience with cyclodextrins to advance clinically de-risked programs toward approval in diseases with unmet medical needs. Its lead therapeutic asset, Trappsol® Cyclo™, is a proprietary formulation of hydroxypropyl beta cyclodextrin, and in multiple clinical studies has shown encouraging results to effectively manage the transportation of cholesterol. Taking the place of the defective NPC1 protein, Trappsol® Cyclo™, with its cyclic structure, facilitates the transport of accumulated cholesterol out of cellular lysosomes so it can be further processed and excreted out of cells. Trappsol® Cyclo™, an orphan drug designated product in the United States and Europe, is the subject of four formal clinical trials for Neimann-Pick Type C disease (“NPC”), a rare and fatal genetic disease. Cyclo is also currently conducting a Phase 2b clinical trial using Trappsol® Cyclo™ intravenously in early Alzheimer’s disease.

Rafael is a holding company with interests in clinical and early-stage pharmaceutical companies, including an investment in (and planned Merger with) Cyclo, a majority equity interest in LipoMedix, a clinical stage pharmaceutical company and a majority interest in Cornerstone, a cancer metabolism-based therapeutics company. Rafael also holds a majority interest in Rafael Medical Devices, an orthopedic-focused medical device company developing instruments to advance minimally invasive surgeries with its first product being a video endoscopic carpal tunnel release system, and a majority interest in Day Three, a company which empowers third-party manufacturers to reimagine their existing cannabis offerings enabling them to bring to market better, cleaner, more precise and predictable versions by utilizing Day Three’s technology and innovation like Unlokt™. In November 2022, Rafael resolved to curtail its early-stage development efforts, including pre-clinical research at Barer. The decision was taken to reduce spending as Rafael focuses on exploring strategic opportunities. Since then, Rafael has sought partners for programs at Farber and has entered into a license agreement for one of its technologies. Rafael’s primary focus is to expand its investment portfolio through opportunistic and strategic investments including therapeutics, which address high unmet medical needs.

Cyclo has historically needed capital to maintain its operations, continue its research and development programs, conduct clinical trials, seek regulatory approvals and manufacture and market its products. Cyclo has sought such funds through public or private equity or debt financings and other sources. For the years ended December 31, 2023 and December 31, 2022, Cyclo’s operations used approximately $16.2 million and $15.1 million, respectively, in cash. At September 30, 2024, Cyclo had a cash balance of approximately $928,000 and current liabilities of approximately $18.7 million, including approximately $12.2 million in convertible notes outstanding. Cyclo’s recent losses have predominantly resulted from research and development expenses for its Trappsol® Cyclo™ product and other general operating expenses, including personnel costs. Cyclo’s auditors, WithumSmith+Brown, PC, have indicated in their reports on Cyclo’s consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 that conditions exist that raise substantial doubt about Cyclo’s ability to continue as a going concern due to its recurring losses from operations and significant accumulated deficit. In addition, Cyclo has continued to experience negative cash flows from operations.

As part of the ongoing consideration and evaluation of Cyclo’s long-term prospects and strategies, the Cyclo Board frequently reviews with Cyclo’s management strategic and financial alternatives in light of developments in Cyclo’s business, the competitive landscape, the economy generally and financial markets, all with the goal of enhancing value for its stockholders and making a positive impact in patients’ lives. As part of this process, Cyclo’s management has engaged various investment banking firms to assist in raising capital and, from time to time, Cyclo’s management has engaged in business development and/or strategic discussions with industry participants including at industry conferences. This includes contacts with numerous companies regarding potential collaborations, licensing agreements, and partnerships, as well as a number of discussions with companies about strategic transactions. All of these parties entered into confidentiality agreements with Cyclo, none of which contained standstill provisions (“NDAs”).

On July 21, 2022, Cyclo retained Investment Bank 1 (“IBank 1”) to act as its exclusive underwriter, agent or advisor in connection with a proposed securities offering during the 90-day term of the engagement.

On July 22, 2022, a majority of the members of the Cyclo Board, certain members of Cyclo’s management team and a representative of Fox Rothschild LLP, Cyclo’s outside legal counsel (“Fox”), discussed, among other things, Cyclo’s corporate objectives for the remainder of 2022 and the engagement of IBank 1 to act as Cyclo’s exclusive underwriter, private placement agent or financial advisor in connection with a proposed securities offering. The members of the Cyclo Board present unanimously approved the designation of certain directors to act as a committee of the Cyclo Board to negotiate the terms of a proposed offering by IBank 1. The Cyclo Board additionally discussed developments and milestones relating to Trappsol® Cyclo™ for the treatment of NPC and Alzheimer’s disease, and the general downturn in the market prices of biopharmaceutical companies.

On October 4, 2022, Cyclo announced via press release the commencement of its Phase 2b study of Trappsol® Cyclo™ for the treatment of early Alzheimer’s disease, targeting the reduction of amyloid beta and tau. The announcement stated that the Phase 2b study had the regulatory and IRB approval required to commence patient enrollment, with site activation underway.

On October 11, 2022, Cyclo’s Chief Executive Officer reported to the Cyclo Board that the term of Cyclo’s engagement of IBank 1 was ending in accordance with its terms. IBank 1 had reached out to many potential investors, none of whom were interested in investing in Cyclo. Accordingly, Cyclo’s Chief Executive Officer reported that Cyclo would be engaging Investment Bank 2 (“IBank 2”) to act as its private placement agent and financial advisor in connection with a proposed PIPE transaction.

On December 18, 2022, IBank 2 released Cyclo from its engagement after it had been unable to consummate an offering of Cyclo’s securities after contacting 18 potential investors. Cyclo re-engaged with IBank 1 the following week to act as underwriter in connection with a proposed registered direct offering of Cyclo’s securities.

On December 29, 2022, the Cyclo Board signed a unanimous written consent in lieu of holding a meeting to approve the form, terms and provisions of a securities purchase agreement between Cyclo and an investor introduced to Cyclo by IBank 1 in a registered direct offering and related matters.

On December 30, 2022, a majority of the members of the Cyclo Board, Cyclo’s Chief Financial Officer, a representative of Fox and a representative of IBank 1 discussed, among other things, the closing of Cyclo’s registered direct offering and IBank 1’s role. Cyclo’s Chief Financial Officer then provided additional details on Cyclo’s financing and reported briefly on Cyclo’s plans to reduce its cash expenditures.

On December 30, 2022, Cyclo announced via press release it had entered into a definitive securities purchase agreement for the purchase and sale of 2,608,696 shares of Cyclo Common Stock (or common stock equivalents) at a purchase price of $1.61 per share of Cyclo Common Stock (or common stock equivalent) in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, Cyclo issued series A-1 warrants to purchase up to 2,608,696 shares of Cyclo Common Stock and series A-2 warrants to purchase up to 2,608,696 shares of Cyclo Common Stock. Each series of warrants had an exercise price of $1.36 per share and was exercisable on the date of issuance. The series A-1 warrants have a term of five years from the date of issuance and the series A-2 warrants have a term of three years from the date of issuance.

On January 4, 2023, Cyclo announced via press release that its abstract titled “TransportNPCTM: A Phase III Global Trial of Trappsol® Cyclo™ Administered Intravenously to Patients with Niemann-Pick Disease Type C1 (NPC1)” was accepted for poster presentation at the Society for Inherited Metabolic Disorders (SIMD) 44th Annual Meeting held March 18 – 21, 2023 in Salt Lake City, Utah.

On January 4, 2023, Cyclo announced via press release the closing of its direct offering and private placement, previously announced on December 30, 2022.

On January 10, 2023, Cyclo announced via press release that its Chief Executive Officer would present at the Virtual Investor 2023 Companies to Watch Event on Thursday, January 19, 2023.

On February 10, 2023, Cyclo entered into an unwritten business arrangement with Investment Bank 3 (“IBank 3”) to assist in identifying potential licensing, merger and other strategic opportunities outside of a financing. Cyclo was not required to pay any fees to IBank 3 unless it closed a transaction. In that event, Cyclo would be required to pay a fee to IBank 3 based on the transaction value.

On February 22, 2023, Applied Molecular Transport Inc. (“AMTI”) and Cyclo entered into a mutual confidentiality agreement. On February 27, 2023, the management teams of AMTI and Cyclo engaged in an introductory call in which Cyclo’s management presented their corporate deck including a detailed description of Trappsol® Cyclo™ and its target unmet medical need, a description of the pivotal trial design and enrollment progress.

On March 8, 2023, Cyclo sent a non-binding indication of interest to AMTI, which contemplated a merger of equals. On March 19, 2023, AMTI sent a revised draft of the Cyclo proposal to Cyclo with the equity split determined by Cyclo’s market capitalization at such time and AMTI’s estimated net cash at closing.

On March 22, 2023, the Cyclo Board met to discuss a revised letter of intent prepared by AMTI and its counterproposal to this revised letter of intent. At this meeting, the Cyclo Board also discussed other strategic opportunities being pursued by IBank 3 which included discussions with potential licensing partners and strategic partners. Furthermore, management informed the Board of its communication with an investment banking firm regarding a possible direct offering, as well as other financing arrangements that were being pursued through alternative sources.

On April 21, 2023, Cyclo announced via press release that it had closed a private placement of its securities priced at-the-market under Nasdaq rules, with a group of accredited investors that included several directors of Cyclo and members of management. IBank 3, which was never formally engaged by Cyclo, was not involved in this offering. Investors in the private placement purchased 1,562,883 shares of Cyclo Common Stock and were issued warrants to purchase 1,562,883 shares of Cyclo Common Stock. The purchase price for one share of Cyclo Common Stock and a warrant to purchase one share of Cyclo Common Stock was $0.84. The warrants have an exercise price of $0.71 and a term of seven years. The gross proceeds of the private placement were approximately $1.3 million. Cyclo stated that it intended to use the net proceeds from the financing for working capital and general corporate purposes, including in support of its Trappsol® Cyclo™ development programs.

Since October 2019, Rafael has secured the services of an independent consultant to provide consulting services to source business development opportunities in the biopharma industry. In April 2023, the consultant reached out to the CEO of Cyclo on an unsolicited basis to introduce Cyclo to Rafael. The consultant has not been, is not currently, and will not be following consummation of the Merger, a member of management of Rafael or the Surviving Entity.

On May 2, 2023, after multiple meetings between management of both companies and a thorough due diligence review, Rafael entered into a Securities Purchase Agreement (the “May Purchase Agreement”) with Cyclo. Rafael purchased from Cyclo (i) 2,514,970 shares of Cyclo Common Stock (the “Purchased Shares”) and (ii) a warrant to purchase 2,514,970 shares of Cyclo Common Stock with an exercise price of $0.71 per share (the “Cyclo Warrant”), at a combined purchase price equal to $0.835 per Purchased Share and Cyclo Warrant to purchase one share, for an aggregate purchase price of $2.1 million. The Cyclo Warrant is exercisable for a period of seven years from the date of issuance. In addition, on May 2, 2023, Cyclo informed AMTI that it was withdrawing the revised letter of intent that it had sent to AMTI on March 22, 2023.

On May 15, 2023, Cyclo received a written notice from the Nasdaq Staff notifying Cyclo that it was not in compliance with the Stockholders’ Equity Rule because its stockholders’ equity of $(438,876) as of March 31, 2023, as reported in Cyclo’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2023, was below the minimum requirement of $2.5 million. Pursuant to Nasdaq’s Listing Rules, Cyclo submitted a Compliance Plan to the Nasdaq Staff in June 2023 to request an extension to regain compliance with the Stockholders’ Equity Rule.

On May 25, 2023, the Cyclo Board met to discuss the status of its TransportNPC™ clinical trial, regulatory approvals for its Alzheimer’s trial and its financing options. The Cyclo Board also discussed its delisting notice from Nasdaq and the capital that Cyclo would be required to raise to remain in compliance with Nasdaq’s Stockholders’ Equity Rule. The Cyclo Board discussed various financing options, including a potential transaction with AMTI, a financing with a registered broker-dealer and various strategic partnerships. Cyclo’s Chief Executive Officer provided an update regarding the potential transaction with AMTI.

On June 1, 2023, the Rafael Board held a special meeting. After discussion and consideration of the advantages and disadvantages of providing additional funding to Cyclo, the Rafael Board approved the investment of an additional $5 million in Cyclo Common Stock, including full warrant coverage.

On June 12, 2023, Cyclo received an allowance of a patent from the European Office for Trappsol® Cyclo™ for Alzheimer’s disease.

IBank 3 completed its work for Cyclo in July 2023. During its unwritten engagement, IBank 3 reached out to 92 potential licensing, merger and strategic partners, none of whom expressed interest in partnering with Cyclo. The business arrangement was terminated on September 14, 2023. Such business arrangement did not result in any fees or expense reimbursement paid by Cyclo to IBank 3.

On August 1, 2023, Nasdaq notified Cyclo that based on its review of its Compliance Plan, Cyclo had been granted an extension to regain compliance with the Stockholders’ Equity Rule. Nasdaq informed Cyclo that it would continue to monitor its filings and if it did not comply with the Stockholders’ Equity Rule in its Quarterly Report on Form 10-Q for the period ended September 30, 2023, it could be subject to delisting.

On August 1, 2023, Cyclo completed a private placement of securities in which it raised $5 million, pursuant to a securities purchase agreement with Rafael that was entered into on June 1, 2023 (“June Purchase Agreement”), which contained certain closing conditions, including approval by Cyclo’s stockholders of the share and warrant issuances in the securities purchase agreements required by Nasdaq Listing Rule 5635(b) and (d). In the private placement, Rafael purchased 4,000,000 shares of Cyclo Common Stock, and received a warrant to purchase an additional 4,000,000 shares of Cyclo Common Stock, for an aggregate purchase price of $5,000,000. The warrants have an exercise price of $1.25 per share and are exercisable until August 1, 2030. The issuance of securities to Rafael pursuant to the May Purchase Agreement and the June Purchase Agreement were approved by Cyclo’s stockholders at its Annual Meeting of Stockholders held on July 31, 2023, in accordance with Nasdaq Listing Rules. As a result of completing these financing transactions, Cyclo believed that its stockholders equity exceeded $2.5 million and that it was in compliance with the Stockholders’ Equity Rule and had complied with the Compliance Plan as of August 1, 2023.

On August 11, 2023, Cyclo’s management was a party to a call with AMTI’s management for a business update and to reengage and discuss a possible strategic transaction. On August 12, 2023, AMTI’s management transmitted a non-binding letter of intent to Cyclo.

On August 13, 2023, a majority of the members of the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary and representatives of Fox discussed, among other things, an indication of intent agreement that Cyclo had received from AMTI on or about August 12, 2023 and prior negotiations that had occurred earlier in the year between Cyclo and AMTI. Cyclo agreed to a proposed ownership split of a combined company assuming AMTI would have at least $20 million in net cash at closing.

On August 15, 2023, a majority of the members of the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary and representatives of Fox discussed, among other things, a revised draft indication of intent agreement that Cyclo had received from AMTI containing a counter-offer to Cyclo’s offer calling, amongst other things, for AMTI to have at least $15 million net cash at closing. Cyclo’s Chief Executive Officer provided the Cyclo Board with an update on the discussions regarding the potential merger transaction with AMTI and the terms contained in the revised indication of intent agreement. He explained that he thought that the proposed transaction would benefit Cyclo’s cash position and be helpful in allowing Cyclo to maintain its listing on Nasdaq. The Cyclo Board discussed the terms of the transaction in detail, including the positive valuation element. After such discussions, the Cyclo Board members present unanimously agreed that Cyclo would execute the indication of intent agreement, move forward with the merger transaction with AMTI and retain Fox to begin drafting the merger transaction documents.

On August 18, 2023, Cyclo entered into the revised indication of intent agreement with AMTI.

On August 19, 2023, a majority of the members of the Cyclo Board, certain members of Cyclo’s management team and representatives of Fox discussed, among other things, a draft of the proposed merger agreement for the proposed merger of Cyclo with AMTI and a presentation that outlined various aspects of the merger. The Cyclo Board members unanimously determined that the merger and the transactions contemplated thereby were fair and in the best interests of Cyclo and its stockholders and approved the merger agreement discussed at the meeting.

On October 5, 2023, Cyclo announced via press release that its Chief Executive Officer and its Chief Financial Officer would present at the 8th Annual Dawson James Conference held on October 12, 2023. Management participated in a panel presentation and in-person one-on-one meetings with qualified members of the investor community who attended the conference.

On October 20, 2023, Rafael exercised the Cyclo Warrant to purchase 2,514,970 shares of Cyclo Common Stock at an exercise price of $0.71 per share, pursuant to a Securities Purchase Agreement dated October 20, 2023, and in consideration received a new warrant to purchase an additional 2,766,467 shares of Cyclo Common Stock at an exercise price of $0.95 per share which are exercisable for a period of four years following the issuance date, for an aggregate purchase price of $1,785,629. The new warrant is subject to restrictions on exercise so that Rafael is not entitled to purchase more than 49% of the outstanding capital stock of Cyclo.

On October 23, 2023, Cyclo announced via press release that it had issued to certain accredited investors new warrants to purchase, in the aggregate, a total of 3,655,694 shares of Cyclo Common Stock in exchange for receipt of cash consideration of $2,359,584 from the exercise of existing warrants owned by such investors. Cyclo used the net proceeds from the offering for general working capital purposes.

On October 23, 2023, the Chief Executive Officer of Rafael discussed Cyclo at Rafael’s quarterly Board meeting. He told the Rafael Board that he believed that a significant equity investment in Cyclo would be consistent with Rafael’s announced business strategy given that Cyclo is a late-stage clinical biotechnology company with the potential for a future business combination or other strategic transaction.

On November 1, 2023, a majority of the members of the Cyclo Board, Cyclo’s Chief Financial Officer, a representative of WithumSmith+Brown, PC, the independent registered public accounting firm for Cyclo, and representatives of Fox discussed, among other things, Cyclo’s registration statement on Form S-4 related to Cyclo’s proposed merger with AMTI and the approval of such registration statement on Form S-4 pursuant to resolutions that had been distributed to the Cyclo Board members prior to the meeting. Cyclo’s Chief Financial Officer provided a summary of the proposed timeline for the merger with AMTI after the registration statement on Form S-4 was filed and declared effective by the SEC, including a brief discussion of the special meeting to be held in connection therewith and a required amendment to the registration statement on Form S-4 to provide updated quarterly financial statements. After such discussion, upon a motion made and seconded, the members of the Cyclo Board present unanimously approved the resolutions.

On November 21, 2023, Cyclo announced via press release that its abstract titled “TransportNPCTM: Open Phase III global trial of intravenous hydroxy-propyl-beta-cyclodextrin in patients with Niemann-Pick disease type C1 (NPC1)” was accepted for platform presentation at the 20th Annual WORLDSymposium™ on February 7, 2024 in San Diego, CA.

On November 27, 2023, Cyclo received a letter from Nasdaq stating that Cyclo was not in compliance with the Stockholders’ Equity Rule because the stockholders’ equity of Cyclo of $1,052,670 as of September 30, 2023, as reported in Cyclo’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023, was below the minimum requirement of $2,500,000. In addition, the letter stated that Cyclo did not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. The letter stated that, unless Cyclo requested an appeal of Nasdaq’s determination regarding delisting, trading of the Cyclo Common Stock and Cyclo Public Warrants would be suspended at the opening of business on December 6, 2023.

On December 4, 2023, the Cyclo Board, certain members of Cyclo’s management team and a representative of Fox discussed, among other things, updates regarding Cyclo’s clinical program, the projected clinical and regulatory timeline and key regulatory activities, Cyclo’s current financial condition and prospective financial condition following Cyclo’s merger with AMTI, Nasdaq compliance issues, potential strategic partnerships and certain sales and other financial metrics for Cyclo’s chemicals business.

On December 27, 2023, Cyclo closed the merger with AMTI in an all-stock transaction and acquired, among other thing, approximately $10.0 million in cash previously held by AMTI.

From January 8, 2024 through January, 10, 2024, Cyclo’s Chief Financial Officer and Chief Regulatory Officer & Senior Vice President of Business Development attended the Biotech Showcase in San Francisco, California where they held over 35 meetings with multiple investment banks, research analysts, institutional investors and potential strategic partners.

On January 17, 2024, prior to the hearing of Cyclo’s appeal of Nasdaq’s determination regarding delisting, Cyclo received a letter from Nasdaq informing Cyclo that its latest deficiency under the Stockholders’ Equity Rule had been cured and that Cyclo was in compliance with all applicable Nasdaq listing standards.

On January 29, 2024, Cyclo announced via press release that it received a Notice of Allowance from the United States Patent and Trademark Office (“USPTO”) regarding its U.S. Patent Application No. 17/289,137 titled, “Methods for Treating Alzheimer’s Disease.”

On February 8, 2024, the Cyclo Board, certain members of Cyclo’s management team and a representative of Fox met to discuss, among other things, Cyclo’s current financial condition as a result of the closing of Cyclo’s merger with AMTI, and to hear presentations from three investment banks discussing how they could assist Cyclo in a significant capital raise necessary to fund its operations in 2024. The Cyclo Board then discussed Cyclo’s clinical program, the projected clinical and regulatory timeline and key submissions and filing dates, and the various investment banking presentations. After such discussion, the Cyclo Board approved the engagement of Investment Bank 4 (“IBank 4”) to work on a PIPE financing for Cyclo.

On February 14, 2024, Cyclo formally engaged IBank 4 to act as a financial advisor to Cyclo to locate potential investors based on a profile including fundamental healthcare investors who invest in micro-cap companies and who could act as a lead investor in a financing transaction for Cyclo. On April 25, 2024, IBank 4 terminated its engagement with Cyclo after it had been unable to locate any investors in Cyclo after contacting 25 potential investors.

On March 11, 2024, at Rafael’s quarterly Board meeting, Rafael’s Chief Executive Officer updated the Rafael Board regarding Cyclo’s efforts to raise capital to fund its needs into 2025.

On March 14, 2024, Cyclo announced via press release that the USPTO granted U.S. Patent No. 11,925,659 titled, “Methods for Treating Alzheimer’s Disease,” with claims that cover the use of Trappsol® Cyclo™ for the prevention and treatment of early onset Alzheimer’s disease.

On April 16, 2024, Cyclo engaged Investment Bank 5 (“IBank 5”) to act as Cyclo’s exclusive placement agent in connection with its proposed private placement offering of equity or equity linked-securities necessary to fund Cyclo’s operations in 2024 and to locate potential investors based on a profile including fundamental healthcare investors who invest in micro-cap companies and who could act as a lead investor in a private placement offering for Cyclo.

On April 29, 2024, the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary and a representative of IBank 5 met to discuss capital plans for Cyclo. The representative of IBank 5 presented to the Cyclo Board two alternative capital plans, including a proposed private placement of Cyclo Common Stock and warrants to raise approximately $15 million and a proposed sale of approximately $9 million of Cyclo’s securities pursuant to a shelf takedown. The Cyclo Board then generally discussed these options amongst themselves and the representative of IBank 5.

On May 29, 2024, the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary, a representative of Fox, and representatives of IBank 5 met to discuss, among other things, IBank 5’s recent capital raising activities for Cyclo and the state of the healthcare capital markets which was making fund raising for Cyclo difficult. The representatives of IBank 5 shared that IBank 5 planned to reach out further to investors following Cyclo’s release of news the next day with a goal of raising between $4 million and $9 million for Cyclo in either a registered direct offering or a combination registered direct and PIPE offering. The Cyclo Board then met in executive session to discuss further Cyclo’s financial options. Over the course of its engagement, IBank 5 reached out to 96 potential investors, none of whom expressed interested in investing in Cyclo. Accordingly, the parties agreed to the termination of the engagement effective May 28, 2024.

During the course of the foregoing financing efforts, Cyclo’s Chief Executive Officer conducted occasional discussions with Rafael’s Chief Executive Officer regarding Rafael’s willingness to participate in various proposed financing arrangements for Cyclo. During these conversations, Cyclo’s Chief Executive Officer and Rafael’s Chief Executive Officer discussed an outline of a potential merger transaction, whereby Rafael would acquire Cyclo in a stock for stock transaction based on an acceptable valuation for both companies, with a commitment from Rafael to provide funding to Cyclo.

On May 29, 2024, Rafael’s Chief Executive Officer reached out to Cyclo’s Chief Executive Officer to offer to fund Cyclo through the issuance of convertible promissory notes conditioned on the negotiation of a proposed acquisition transaction between the two companies. A first draft of the proposed documentation for both the note financing and acquisition transaction was sent to Cyclo by Rafael on June 4, 2024.

On May 30, 2024, Cyclo announced via press release that the last patient had been enrolled in its pivotal Phase III study, TransportNPCTM evaluating Trappsol® Cyclo™ for the treatment of systemic and neurological symptoms of NPC. Additionally, Cyclo announced it had enrolled 10 patients in its sub-study per their adopted Pediatric Investigational Plan (PIP) treating newborns to 3 years of age.

On June 6, 2024, the independent members of Cyclo’s Board, Cyclo’s Chief Financial Officer and Secretary, and a representative of Fox, met to discuss, among other things, Cyclo’s current financial condition and financial needs in the short and long term, the draft of the convertible promissory note documents received from Rafael, pursuant to which Cyclo would issue and sell a convertible promissory note in the principal amount of $2 million to Rafael in connection with Cyclo entering into a non-binding term sheet for the proposed acquisition by Rafael of the outstanding equity securities of Cyclo, and the possible alternatives to the Rafael transactions and the timeline of next steps. Cyclo objected to the proposal that the notes be secured and that there be restrictions on the activities of Cyclo during their term. Thereafter revised convertible promissory note documents deleting such proposed provisions and term sheet drafts were received from Rafael.

On June 10, 2024, the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary and a representative of Fox met to discuss, among other things, Cyclo’s receipt of a revised Note Purchase Agreement from Rafael, pursuant to which Cyclo would issue and sell a convertible promissory note in the principal amount of $2 million to Rafael in connection with entering into a non-binding term sheet for the proposed acquisition by Rafael of the outstanding equity securities of Cyclo, which had previously been shared with all members of the Cyclo Board. William Conkling, the Chief Executive Officer of Rafael and designee of Rafael to Cyclo’s Board and Dr. Vivien Wong, also a designee of Rafael to Cyclo’s Board, were asked to provide additional detail concerning Rafael’s intentions for Cyclo. Upon such request, Mr. Conkling explained Rafael’s interest in and intentions for Cyclo including its desire to retain the management and other employees of Cyclo to operate the Cyclo business following the closing. Mr. Conkling and Dr. Wong then left the meeting, and the directors remaining, all of whom are independent of Rafael, discussed the terms of the convertible promissory note documents, open issues and the non-binding term sheet for the acquisition of Cyclo’s equity securities by Rafael. The directors independent of Rafael then determined to approve the term sheet for the acquisition and the convertible promissory note financing.

On June 10, 2024, at the Rafael Board’s quarterly Board meeting, Rafael’s Chief Executive Officer recommended that the Rafael Board approve Rafael entering into a non-binding term sheet for the acquisition of the shares of Cyclo it does not currently own, noting the following: (1) Rafael would acquire the remaining shares of Cyclo Common Stock at a price per share of $0.95 (a discount from its then current trading price of approximately $1.30 per share); (2) the purchase of Cyclo’s shares would be made with shares of Rafael Class B Common Stock, the number of shares for which would be determined by valuing the Rafael Class B Common Stock based on cash plus cash equivalents and certain other assets at closing; and (3) estimating the number of shares of Rafael Class B Common Stock that Rafael would need to issue. The Rafael Board and its Chief Executive Officer discussed the potential advantages and the risks of Rafael entering into the non-binding term sheet described above. In addition, Rafael management recommended providing a $2 million loan to Cyclo at 5% interest for six months. The Rafael Board approved Rafael’s negotiating and entering into the non-binding term sheet to acquire all the outstanding shares of Cyclo Common Stock and providing a $2 million loan to Cyclo upon the terms discussed.

On June 10, 2024, following an update to the Cyclo Board and the Cyclo Board’s approval, Rafael and Cyclo agreed on, and executed, a final term sheet setting forth the terms for the acquisition transaction. The final proposal with Rafael was non-binding (except with respect to certain terms) and contained no exclusivity and provided that Cyclo would merge into Rafael or a subsidiary of Rafael in a stock-for-stock transaction in which Rafael would issue shares of Rafael Class B Common Stock to Cyclo stockholders based on an exchange ratio valuing the Cyclo Common Stock at $0.95 per share and Rafael at a value determined based on its cash plus cash equivalents and hedge fund holdings equal to approximately $70 million and the value of Rafael’s real estate holding, with an estimated appraised value of $4.8 million at closing, which based on current and projected figures was, at that time, expected to result in the issuance to Cyclo stockholders of shares representing approximately 21% of Rafael post-closing. The Rafael final proposal also provided that, among other things, Cyclo would be entitled to propose one director to the Rafael Board upon the closing of the transaction.

On June 11, 2024, Cyclo also entered into a Note Purchase Agreement (the “NPA”) with Rafael pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $2,000,000 (the “June Note”) to Rafael. The June Note matures on November 11, 2024 (which was subsequently amended to mature on December 21, 2024) and bears interest at a rate of 5% per annum, payable upon maturity. The June Note may be prepaid by Cyclo in full at any time. The principal amount of the June Note is convertible into shares of Cyclo Common Stock, prior to the repayment of the June Note, at the option of Rafael; automatically if Cyclo enters into a Qualified Financing (as defined in the June Note) and at the option of Rafael if a Sale Transaction (as defined in the June Note) occurs prior to repayment of the June Note, all at the price and on the terms and conditions set forth in the June Note. Upon the

occurrence of an Event of Default (as defined in the June Note) under the June Note, including the failure of Cyclo to pay the principal or interest when due, the obligations of Cyclo under the June Note may be accelerated. Cyclo used the proceeds of the June Note for working capital and general corporate purposes.

On June 25, 2024, Cyclo announced via press release that its abstracts titled “TRANSPORTNPCTM: Phase III global trial of intravenous hydroxypropyl-beta-cyclodextrin (HPβCD) in patients three years of age or older with Niemann-Pick disease type C1 (NPC1)” and “RANSPORTNPCTM: Phase III global trial of intravenous hydroxypropyl-beta-cyclodextrin (HPβCD) in patients with Niemann-Pick disease type C1 (NPC1) — open label sub-study in patients below 3 years of age” were accepted for poster presentation at the SSIEM Annual Symposium 2024 held September 3-6, 2024 in Porto, Portugal.

On July 4, 2024, William Conkling, on behalf of Rafael, delivered the first draft of the Merger Agreement to N. Scott Fine of Cyclo. On July 15, 2024, after a Cyclo Board call, Fox distributed a revised draft of the Merger Agreement to Schwell Wimpfheimer and Associates, LLP (“SWA”), counsel to Rafael. On August 14 and 15, 2024, SWA delivered the first drafts of the Support Agreement, the Lock-Up Agreement and the Voting Agreement to Fox. Thereafter until the signing of the Merger Agreement on August 21, 2024, Cyclo’s Special Committee and Rafael’s senior management and each of their counsel negotiated and exchanged revised drafts of the Merger Agreement, the Support Agreement, the Voting Agreement and the Lock-Up Agreement.

On July 15, 2024, the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary and representatives of Fox met to discuss, among other things, the need for the Cyclo Board to form a special committee to review, evaluate and negotiate the sale transaction with Rafael, which special committee would not include the director designees of Rafael, members of Cyclo’s management, or Rick Strattan and Willian Shanahan. The Cyclo Board subsequently approved resolutions to, among other things, form the Special Committee of the Cyclo Board (the “Cyclo Special Committee”), consisting of Markus W. Sieger, F. Patrick Ostronic, Shawn Cross and Randall M. Toig, with Markus W. Sieger serving as the Chairman of the Cyclo Special Committee. The Cyclo Board authorized the Cyclo Special Committee to review and evaluate the sale transaction and to negotiate with Rafael and their respective advisors and representatives regarding the potential structure and terms of a sale transaction, to retain advisors including an independent financial advisor in connection therewith and to delegate and authorize appropriate officers of Cyclo to negotiate the terms of the sale transaction with Rafael. Mr. Conkling and Dr. Wong then left the meeting, at which time the remaining members of the Cyclo Board, all of whom are independent of Rafael, discussed the terms of the new convertible promissory note financing for an additional $2 million from Rafael. A representative of Fox and Cyclo’s Chief Financial Officer and Secretary provided additional details regarding the proposed financing. The directors independent of Rafael then determined to approve the financing and the transactions contemplated thereby, among other related matters. Next, the Cyclo Special Committee discussed the terms of the Merger transaction contained in the draft of the Merger Agreement prepared by counsel to Rafael and commented upon by Fox. A representative of Fox provided an overview of some of the high-level items contained in the draft Merger Agreement and related matters, including the proposed structure of the transaction as a two-step merger, the conduct of Cyclo’s business prior to the transaction’s completion, the prohibition on Cyclo soliciting other acquisition proposals upon execution of the Merger Agreement and the proposed payment of a termination fee to Rafael in the event Cyclo receives a superior offer, and a discussion ensued. The Cyclo Special Committee discussed in detail the mechanics of the proposed Exchange Ratio in the Merger Agreement and Rafael’s commitment to fund cash through completion of the 48-week interim analysis on patient data derived from Cyclo’s Phase III Clinical Trial of Trappsol® Cyclo™, as well as that Cyclo stockholders would be receiving Rafael Class B Common Stock which had limited voting power as compared to the Class A Common Stock controlled by Howard Jonas, the controlling stockholder of Rafael, and which is entitled to one-tenth (1/10) of a vote per share on all matters to be voted on by the stockholders of Rafael. In addition, the Cyclo Special Committee discussed requesting that Rafael include a contingent value right or other distribution for the benefit of Cyclo stockholders if the Surviving Entity was to receive a Priority Review Voucher (“PRV”) following the Merger or if the Surviving Entity was sold within two years of the closing of the Merger at a sale price in excess of the value being paid to Cyclo stockholders in the Merger. Further, the Cyclo Special Committee would also request that Rafael be responsible to pay those Cyclo warrant holders who elect to receive a cash payment in lieu of receiving warrants to purchase Rafael Class B Common Stock in exchange for their Cyclo warrants. The Cyclo Special Committee also determined to discuss with CS its engagement as financial advisor to the Cyclo Special Committee. A representative of Fox provided additional information regarding the treatment of Cyclo’s options and warrants and the request for lock-up agreements and voting agreements, among other matters. The Cyclo Special Committee discussed additional

matters related to the proposed Merger including Cyclo’s inability to raise financing in the current challenging market on terms favorable to Cyclo and its stockholders. Finally, the Cyclo Special Committee voted to approve forwarding the draft Merger Agreement, with comments from Fox and the Cyclo Special Committee to Rafael.

On July 16, 2024, Cyclo entered into an Amended and Restated Note Purchase Agreement (the “Amended NPA”) with Rafael pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $2,000,000 (the “July Note”) to Rafael. The Amended NPA amended and restated the June NPA, pursuant to which Cyclo issued and sold the June Note to Rafael. The July Note matures on November 11, 2024 (which was subsequently amended to mature on December 21, 2024) and bears interest at a rate of 5% per annum, payable upon maturity. The July Note may be prepaid by Cyclo in full at any time. The principal amount of the July Note is convertible into shares of Cyclo Common Stock, prior to the repayment of the July Note, at the option of Rafael; automatically if Cyclo enters into a Qualified Financing (as defined in the July Note) and at the option of Rafael if a Sale Transaction (as defined in the July Note) occurs prior to repayment of the July Note, all at the price and on the terms and conditions set forth in the July Note. Upon the occurrence of an Event of Default (as defined in the July Note) under the July Note, including the failure of Cyclo to pay the principal or interest under either the July Note or the June Note, when due, the obligations of Cyclo under the July Note and the June Note may be accelerated. Cyclo used the proceeds of the July Note for working capital and general corporate purposes.

On July 17, 2024, representatives of Cyclo and Fox on the one hand, and representatives of Rafael and SWA, Rafael’s legal counsel, on the other, held a due diligence call in which Cyclo and Fox conducted extensive due diligence of Rafael, which focused on, among other things: each of Rafael’s principal investment companies including their product candidates; its real estate holdings; its financial position; its management and employees and benefit plans; and related matters. Thereafter, representatives of Cyclo and Fox performed a detailed review of due diligence materials provided by Rafael in the virtual data room or otherwise by representatives of Rafael and sent numerous written and oral follow-up questions and requests which were addressed by representatives of Rafael.

Also on July 17, 2024, the members of the Cyclo Special Committee took action by written consent in lieu of a meeting to engage CS to provide the Cyclo Special Committee with financial advisory services related to a possible sale transaction with Rafael and to approve an engagement agreement between CS, Cyclo and the Cyclo Special Committee with respect to such matters.

On July 23, 2024, the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary, Cyclo’s Interim Chief Medical Officer, Cyclo’s Chief Regulatory Officer and Senior Vice President for Business Development and three representatives of Fox, met to, among other things, hear a presentation from Cyclo’s management on recent data from its pivotal Phase III study and Cyclo’s financial projections to complete the study. Mr. Conkling updated the Cyclo Board on Rafael’s progress on the legal aspects of the proposed Merger transaction. Thereafter, the Cyclo Special Committee, Cyclo’s Chief Executive Officer, Cyclo’s Chief Financial Officer and Secretary and representatives of Fox, met to again discuss, among other things, the economics of Rafael’s Merger proposal, including the Exchange Ratio which values each share of Cyclo Common Stock at $0.95, a discount to the then current market value of the Cyclo Common Stock, and Rafael’s commitment to fund Cyclo’s Phase III Clinical Trial of Trappsol® Cyclo™ through the 48-week readout. The Cyclo Board discussed the request made to Rafael to include a contingent value right or other distribution for the benefit of the Cyclo stockholders if the Surviving Entity were to receive the PRV following the Merger or if the Surviving Entity or its assets, including its patents, were to be sold within two years of the Merger at a sale price in excess of the value being paid to Cyclo stockholders in the Merger. Cyclo’s Chief Financial Officer also reported on management’s ongoing outreach to eight potential industry partners under NDAs with Cyclo, none of which contained standstill provisions, as well as two of the investment funds introduced to Cyclo by IBank 5 to determine if they had any interest in a transaction with Cyclo.

On July 24, 2024, the Cyclo Special Committee, Cyclo’s Chief Financial Officer and Secretary, representatives of Fox and representatives of CS, met to discuss, among other things, the key economic terms of Rafael’s Merger proposal, including the Exchange Ratio and its fairness, as well as Rafael’s commitment to fund Cyclo’s Phase III Clinical Trial of Trappsol® Cyclo™ through the 48-week readout, and potential strategic alternatives of which there were none currently as well as the Special Committee’s and the Board’s fiduciary duties in connection with the proposed merger transaction.

On July 25, 2024, representatives of Cyclo and Fox on the one hand, and representatives of Rafael and SWA, on the other, held a due diligence call in which Rafael and SWA conducted extensive due diligence of Cyclo, which focused on, among other things: product candidates of Cyclo; technology platform and capabilities; capitalization and equity financings; corporate and organizational matters; suppliers, real and personal property, and related liabilities;

intellectual property; financial and tax matters; FDA and other regulatory compliance; management, employees, consultants and benefit plans; any applicable commercial contracts; and privacy and data security matters. Thereafter, representatives of Rafael and SWA performed a detailed review of due diligence materials provided by Cyclo in the virtual data room or otherwise by representatives of Cyclo and sent numerous written and oral follow-up questions and requests which were addressed by representatives of Cyclo.

On July 25, 2024, Cyclo also received from Rafael’s counsel a revised draft of the Merger Agreement with more clarity on the formula for calculating the Exchange Ratio and Rafael’s commitment to fund Cyclo’s operations through the closing and its Phase III Clinical Trial of Trappsol® Cyclo™ through the 48-week readout. Rafael rejected Cyclo’s request to include any additional consideration to Cyclo stockholders following the Merger, including as a result of the sale by the Surviving Entity of a PRV following the Merger or a sale of the Surviving Entity and/or its assets.

On July 29, 2024, Cyclo announced via press release that it received a notice from the European Patent Office of a decision to grant European patent application No. 19805439.7 titled, “Methods for Treating Alzheimer’s Disease” under European patent number 3873604B. The notice stated that mention of the decision would be published on August 21, 2024 in European Patent Bulletin 24/34 and would take effect on that date.

On July 30, 2024, the Cyclo Special Committee, Cyclo’s Chief Financial Officer and Secretary, representatives of Fox and representatives of CS, met to discuss, among other things, the financial analysis being performed by CS and the steps being taken by CS to prepare for its own outreach efforts on behalf of Cyclo of strategic alternatives to the Merger. Discussion ensued as to the timing and feasibility of CS engaging in outreach to potentially interested parties and whether Rafael would be interested in investing in Cyclo rather than acquiring Cyclo. Thereafter, a representative of Fox spoke with a representative of CS about the expanded scope of CS’ engagement to include outreach to a limited number of potential strategic acquirors.

On August 2, 2024, the Chair of the Cyclo Special Committee, a representative of Fox and representatives of CS held a call to discuss the Chair’s recent discussion with the Chief Executive Officer of Rafael who said Rafael was not interested in making an investment in Cyclo in lieu of the proposed Merger transaction but that Rafael would agree to commit $20 million to the 48 week read out study and to protect the assets of Cyclo during this 48 week period.

On August 2, 2024, the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary and representatives of Fox met to discuss, among other things, Cyclo’s then current financial condition, the activities of the Cyclo Special Committee and CS, Rafael’s activities in connection with the proposed Merger including the near completion of its due diligence investigation of Cyclo, the build out of its data room and the recent distribution of the second draft of the Merger Agreement, and Rafael’s commitment to fund Cyclo’s operations through the 48 week readout of its clinical trial. Mr. Conkling and Dr. Wong left the meeting, leaving the members of the Cyclo Special Committee together with their invited guests, and discussion continued regarding the Cyclo Special Committee’s understanding of the economics of the proposed Merger transaction, and outreach efforts to certain strategic partners by members of management and representatives of CS as well as certain issues in the most recent draft of the Merger Agreement.

On August 9, 2024, the Cyclo Special Committee, Cyclo’s Chief Financial Officer and Secretary, representatives of Fox met to discuss, among other things, the continuing discussions being held with industry participants under NDA with Cyclo and a new European industry participant, comments received from Rafael’s counsel on the recent markup of the Merger Agreement by Cyclo and the economic terms of the proposed Merger including the calculation of the total cash amount to be used for the Rafael valuation in the Exchange Ratio. A discussion was had regarding the value of Rafael’s real estate holdings and investments for purposes of calculating the Exchange Ratio, and the expectation to receive an appraisal with respect to the value of the real estate.

On August 13, 2024, the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary and representatives of Fox met to discuss, among other things, Cyclo’s then current financial condition, the activities of the Cyclo Special Committee and CS, the near completion by Cyclo of its due diligence investigation of Rafael with everything being as anticipated, and a projected timeline for the next steps in the transaction. Mr. Conkling and Dr. Wong left the meeting, leaving the members of the Cyclo Special Committee together with their invited guests, and discussion continued regarding the economics of the proposed Merger transaction, including the liabilities that should reduce the calculation of the total cash amount to be used for the Rafael valuation in the Exchange Ratio. Cyclo’s Chief Financial Officer then discussed with the Special Committee Cyclo’s recent outreach efforts to certain strategic partners by members of management and representatives of CS as well as information concerning Cyclo’s projected financial situation.

On August 15, 2024, the Cyclo Special Committee, Cyclo’s Chief Financial Officer and Secretary, representatives of Fox and representatives of CS of met to discuss, among other things, CS’ recent outreach to industry participants as well as CS’ preliminary financial analyses.

On August 18, 2024, representatives of Fox held a call with representatives of SWA to discuss any missing information needed from either party in order to finalize the draft merger agreement for execution.

On August 20, 2024, the chair of the Cyclo Special Committee, Cyclo’s Chief Executive Officer, Cyclo’s Chief Financial Officer and Secretary and a representative of Fox held a call to discuss the few remaining issues on the most recent draft of the Merger Agreement including the treatment of Cyclo’s outstanding options and warrants and certain other issues with respect to the Exchange Ratio.

On August 20 and 21, 2024, the parties exchanged drafts of disclosure schedules to the Merger Agreement. On August 21, 2024, Cyclo received from Rafael’s counsel a substantially final draft of the Merger Agreement and an agreed upon appraisal value of the real estate to be included in calculating the Exchange Ratio. In addition, the draft Merger Agreement included Rafael’s agreement to fund Cyclo to complete its Phase III Clinical Trial of Trappsol® Cyclo™ through the 48-week readout in an amount up to $25 million, including the loans committed to be made to Cyclo through the closing of the Merger.

On August 21, 2024, the Cyclo Special Committee, Cyclo’s Chief Financial Officer and Secretary, representatives of Fox and representatives of CS met to discuss, among other things, a clarifying change made to the one of the terms used in the Merger Agreement and the status of CS’ recent outreach to industry participants, none of whom expressed interest in a collaboration or other transaction with Cyclo at this time. Representatives of CS then reviewed with the Cyclo Special Committee CS’ financial analyses and rendered to the committee CS’ oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 21, 2024, to the effect that, as of such date and based upon and subject to various assumptions made, procedures followed, conditions described, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion and other matters set forth in its written opinion, the Exchange Ratio in the Merger pursuant to the Merger Agreement was fair from a financial point of view to the unaffiliated stockholders of Cyclo. For purposes of CS’s opinion and underlying financial analyses, CS assumed, at Cyclo’s direction, that the Exchange Ratio would be 0.3179 based on Cyclo’s best estimate of the Exchange Ratio as of the date CS prepared its opinion using the information available to it at the time. Cyclo and Rafael calculated the Exchange Ratio on a different date with updated information for use in this joint proxy statement/prospectus. Given the changing nature of the variables making up the Exchange Ratio, the final Exchange Ratio will not be known until closing of the Merger. Thereafter, Cyclo’s Chief Financial Officer reported that none of the industry participants to whom he had been speaking showed any interest in an investment or other transaction with Cyclo at this time. The representatives of CS then left the meeting. Thereafter, the Special Committee found that the Merger Agreement, the related documents and the transactions contemplated thereby are advisable and fair and in the best interests of Cyclo and its unaffiliated stockholders and recommended that the Cyclo Board (i) approve and adopt the Merger Agreement and the related documents in the forms presented to the Cyclo Special Committee, with such changes as such committee, the Cyclo Board and the officers of Cyclo tasked with negotiating the foregoing may see fit, and (ii) approve the transactions contemplated

On August 21, 2024, the Cyclo Board, Cyclo’s Chief Financial Officer and Secretary, representatives of Fox and representatives of CS met to discuss, among other things, the recommendation of the Cyclo Special Committee, as described in further detail below, and, for the reasons described under “The Merger-Recommendation of the Cyclo Special Committee and Cyclo Board and Cyclo’s Reasons for the Merger,” the Cyclo Board (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair and in the best interests of Cyclo and its stockholders, (ii) approved and adopted, pursuant to Section 92A.120 of the Nevada Revised Statutes, the Merger Agreement and the transactions contemplated thereby, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of Cyclo’s stockholders at a meeting of Cyclo’s stockholders, (iv) subject to the terms and conditions of the Merger Agreement, recommended that Cyclo’s stockholders approve the adoption of the Merger Agreement and approved the Merger on the terms and subject to the conditions set forth in the Merger Agreement, and (v) authorized and approved all other matters reasonably required to consummate the Merger.

On August 21, 2024, the Rafael Board, Rafael’s Chief Executive Officer and representatives of SWA met in a special meeting of Rafael’s Board to discuss the material terms of the proposed Merger Agreement. At the meeting, Mr. Conkling reminded the Board that, since Rafael terminated its merger agreement with Cornerstone Pharmaceuticals in February 2022, Rafael had sought to develop a lead asset rather than continue to make small investments in other companies. Mr. Conkling stated that merging with Cyclo would be a major step forward in executing on Rafael’s

strategy to invest in, develop and commercialize clinical stage assets, in an area of high unmet medical need with respect to a drug currently being studied for the treatment of NPC. Mr. Conkling noted to the Rafael Board that Cyclo had fully enrolled in a late-stage, Phase III clinical trial with its lead asset — Trappsol® Cyclo™ — for the treatment of NPC, and Mr. Conkling noted that a 48-week interim analysis of the drug’s efficacy and safety is estimated to take place in the middle of 2025. Mr. Conkling stated that, if the acquisition transaction with Cyclo is consummated, Rafael intends to focus its efforts on Trappsol® Cyclo™ as its lead clinical program.

Mr. Conkling discussed the material terms of the acquisition transaction including, among other things, the following: (i) Rafael would acquire the remaining shares of Cyclo Comon Stock at $0.95 per share (representing a discount for Rafael from the current share price of Cyclo Common Stock), paid in the form of Rafael Class B Common Stock; (ii) in determining the number of shares of Rafael Class B Common Stock to be issued, Rafael would be valued at cash plus cash equivalents and hedge fund holdings equal to approximately $70 million and the value of Rafael’s real estate holding, with an estimated appraised value of $4.8 million at closing, less Rafael’s current liabilities; (iii) Rafael would commit to total funding to Cyclo (including amounts already funded as debt) of up to $25 million through Cyclo’s 48-week interim analysis on patient data derived from Cyclo’s Phase III Clinical Trial of Trappsol® CycloTM; (iv) Rafael would issue options to purchase shares of Rafael Class B Common Stock to holders of compensatory options to purchase Cyclo Common Stock in exchange for those options based on the same Exchange Ratio and exercise prices proportional to those for the Cyclo options (many of which would be “out of the money” at the time of closing); (vii) Rafael would issue warrants to purchase shares of Rafael Class B Common Stock to holders of Cyclo warrants to purchase Cyclo Common Stock on the same Exchange Ratio and exercise prices proportional to those for the Cyclo warrants (many of which would be “out of the money” at the time of closing); (viii) Rafael would issue Rafael Public Warrants to purchase Rafael Class B Common Stock in exchange for Cyclo Public Warrants that would be registered with the SEC as well as the shares of Rafael Class B Common Stock underlying such Rafael Public Warrants; and (ix) the cash out of some Cyclo warrants the holders of which have the right to elect to receive cash payment in an amount equal to the Black Scholes Value of the unexercised portion of their warrants on the closing of the transaction which would be paid by Rafael.

The Rafael Board approved the Merger Agreement and determined that it was advisable and in the best interests of Rafael and its stockholders to approve the issuance of shares of Rafael Class B Common Stock in exchange for shares of Cyclo Common Stock in connection with the Merger.

On August 21, 2024, Cyclo’s Chief Executive Officer, Cyclo’s Chief Financial Officer and Secretary, Rafael’s Chief Executive Officer and other officers of Rafael, representatives of Fox and representatives of SWA met to discuss, amongst other things, the exchange of signature pages and the finalization of draft SEC filings.

On August 21, 2024, the parties executed the Merger Agreement and issued a joint press release announcing the execution of the Merger Agreement. Further, on August 21, 2024, Cyclo entered into a Second Amended and Restated Note Purchase Agreement (the “Second Amended NPA”) with Rafael, pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $3,000,000 (the “August Note”) to Rafael which was approved by written consent of the Cyclo Board on such date. The Second Amended NPA amended and restated the Amended NPA, pursuant to which Cyclo issued and sold the July Note to Rafael. The August Note matures on December 21, 2024 and bears interest at a rate of 5% per annum, payable upon maturity. The August Note may be prepaid by Cyclo in full at any time. The principal amount of the August Note is convertible into shares of Cyclo Common Stock prior to the repayment of the August Note, at the option of Rafael (provided, however, that Rafael may not elect to convert the June Note, July Note or August Note if, following such conversion, Rafael will beneficially own more than 49.9% of the Cyclo Common Stock); automatically if Cyclo enters into a Qualified Financing (as defined in the August Note) and at the option of Rafael if a Sale Transaction (as defined in the August Note) occurs prior to repayment of the August Note, all at the price and on the terms and conditions set forth in the August Note. Upon the occurrence of an Event of Default (as defined in the August Note) under the August Note, including the failure of Cyclo to pay the principal or interest under either the June Note, the July Note or the August Note, when due, the obligations of Cyclo under the June Note, the July Note and the August Note may be accelerated. Cyclo used the proceeds of the August Note for working capital and general corporate purposes.

On August 22, 2024, Cyclo and Rafael each filed a Current Report on Form 8-K providing a summary of certain key terms of the Merger Agreement and the related transactions including the Second Amended NPA and the August Note.

On September 5, 2024, Cyclo announced via press release the presentation of positive preliminary data from its ongoing pivotal Phase III study, TransportNPC™ and sub-study evaluating Trappsol® Cyclo™ for the treatment of NPC. The data was presented in two poster presentations at the SSIEM Annual Symposium 2024 held September 3-6, 2024 in Porto, Portugal.

Following the signing of the Merger Agreement and in accordance with the terms thereof, on September 9, 2024, Cyclo entered into a Third Amended and Restated Note Purchase Agreement (the “Third Amended NPA”) with Rafael pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $3,000,000 (the “September Note”) to Rafael. The Third Amended NPA amended and restated the Second Amended NPA, pursuant to which Cyclo issued and sold the August Note to Rafael which was approved by written consent of the Cyclo Board on September 5, 2024. The September Note matures on December 21, 2024 and bears interest at a rate of 5% per annum, payable upon maturity. The September Note may be prepaid by Cyclo in full at any time. The principal amount of the September Note is convertible into shares of Cyclo Common Stock prior to the repayment of the September Note, at the option of Rafael; automatically if Cyclo enters into a Qualified Financing (as defined in the September Note) and at the option of Rafael if a Sale Transaction (as defined in the September Note) occurs prior to repayment of the September Note, all at the price and on the terms and conditions set forth in the September Note. Upon the occurrence of an Event of Default (as defined in the September Note) under the September Note, including the failure of Cyclo to pay the principal or interest under either the September Note, the June Note, the July Note or the August Note, when due, the obligations of Cyclo under the September Note, the June Note, the July Note and the August Note may be accelerated. Cyclo intends to use the proceeds of the September Note for working capital and general corporate purposes.

On October 4, 2024, Cyclo received two letters from Nasdaq stating that Cyclo was not in compliance with (1) Nasdaq Listing Rule 5550(a)(2) for failing to maintain a closing bid price of no less than $1.00 per share for 30 consecutive trading days, (2) the Stockholders’ Equity Rule because the stockholders’ equity of Cyclo of $(5,122,748) as of June 30, 2024, as reported in Cyclo’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024, was below the minimum requirement of $2,500,000, (3) Nasdaq Listing Rule 5550(b)(2) for failing to maintain a minimum Market Value of Listed Securities of $35 million, and (4) Nasdaq Listing Rule 5550(b)(3) for failing to maintain net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years. Cyclo has until April 2, 2025 to regain compliance with the Nasdaq Listing Rules.

On October 8, 2024, Cyclo entered into a Fourth Amended and Restated Note Purchase Agreement (the “Fourth Amended NPA”) with Rafael pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $3,000,000 (the “October Note”) to Rafael. The Fourth Amended NPA amended and restated the Third Amended NPA, pursuant to which Cyclo issued and sold the September Note to Rafael which was approved by written consent of the Cyclo Board on October 8, 2024. The October Note matures on December 30, 2024 and bears interest at a rate of 5% per annum, payable upon maturity. The October Note may be prepaid by Cyclo in full at any time. The principal amount of the October Note is convertible into shares of Cyclo Common Stock prior to the repayment of the October Note, at the option of Rafael; automatically if Cyclo enters into a Qualified Financing (as defined in the October Note) and at the option of Rafael if a Sale Transaction (as defined in the October Note) occurs prior to repayment of the October Note, all at the price and on the terms and conditions set forth in the October Note. Upon the occurrence of an Event of Default (as defined in the October Note) under the October Note, including the failure of Cyclo to pay the principal or interest under either the October Note, the June Note, the July Note, the August Note or the September Note when due, the obligations of Cyclo under the October Note, the June Note, the July Note, the August Note and the September Note may be accelerated. Cyclo intends to use the proceeds of the October Note for working capital and general corporate purposes.

On November 7, 2024, Cyclo entered into a Fifth Amended and Restated Note Purchase Agreement (the “Fifth Amended NPA”) with Rafael pursuant to which Cyclo issued and sold a convertible promissory note in the principal amount of $2,000,000 (the “November Note”) to Rafael. The Fifth Amended NPA amends and restates the Fourth Amended NPA, pursuant to which Cyclo issued and sold the October Note to Rafael which was approved by written consent of the Cyclo Board on November 7, 2024. The November Note matures on December 21, 2024 and bears interest at a rate of 5% per annum, payable upon maturity. The November Note may be prepaid by Cyclo in full at any time. The principal amount of the November Note is convertible into shares of Cyclo Common Stock prior to the repayment of the November Note, at the option of Rafael; automatically if Cyclo enters into a Qualified Financing (as defined in the November Note) and at the option of Rafael if a Sale Transaction (as defined in the November Note) occurs prior to repayment of the November Note (provided, however, that if the Sale Transaction occurs pursuant to the Merger Agreement, the outstanding principal balance of the November Note, together with any accrued and unpaid interest thereon, shall be discharged in full and Cyclo will not be required to make any further payments to Rafael

pursuant to the terms thereof), all at the price and on the terms and conditions set forth in the November Note. Upon the occurrence of an Event of Default (as defined in the November Note) under the November Note, including the failure of Cyclo to pay the principal or interest under the November Note, the June Note, the July Note, the August Note, the September Note or the October Note when due, the obligations of Cyclo under the November Note, the June Note, the July Note, the August Note, the September Note and the October Note may be accelerated. The Company intends to use the proceeds of the November Note for working capital and general corporate purposes.

On December 5, 2024, Cyclo entered into a Sixth Amended and Restated Note Purchase Agreement (the “Sixth Amended NPA”) with Rafael, pursuant to which the Cyclo issued and sold a convertible promissory note in the principal amount of $1,000,000.00 (the “December Note”) to Rafael. The Sixth Amended APA amends and restates the Fifth Amended NPA, pursuant to which Cyclo issued and sold the November Note to Rafael which was approved by written consent of the Cyclo Board on December 4, 2024. The December Note matures on December 21, 2024 and bears interest at a rate of 5% per annum, payable upon maturity. The December Note may be prepaid by Cyclo in full at any time. The principal amount of the December Note is convertible into shares of Cyclo Common Stock prior to the repayment of the December Note, at the option of Rafael; automatically if Cyclo enters into a Qualified Financing (as defined in the December Note) and at the option of Rafael if a Sale Transaction (as defined in the December Note) occurs prior to repayment of the December Note (provided, however, that if the Sale Transaction occurs pursuant to the Merger Agreement, the outstanding principal balance of the December Note, together with any accrued and unpaid interest thereon, shall be discharged in full and Cyclo will not be required to make any further payments to Rafael pursuant to the terms thereof), all at the price and on the terms and conditions set forth in the December Note. Upon the occurrence of an Event of Default (as defined in the December Note) under the December Note, including the failure of Cyclo to pay the principal or interest under the December Note, the June Note, the July Note, the August Note, the September Note, the October Note or the November Note when due, the obligations of Cyclo under the December Note, the June Note, the July Note, the August Note, the September Note, the October Note and the November Note may be accelerated. The Company intends to use the proceeds of the December Note for working capital and general corporate purposes.

Cyclo anticipates further funding from Rafael on a monthly basis through the consummation of the Merger in such amounts as may be necessary for Cyclo to operate its business and pay its debts and obligations as they become due, provided Cyclo is not in active discussions regarding an Acquisition Proposal (as defined in the Merger Agreement) and is being operated in a manner consistent with the terms of the Merger Agreement and the financial forecast previously shared with Rafael.

Recommendation of the Cyclo Special Committee and Cyclo Board and Cyclo’s Reasons for the Merger

Upon the recommendation of the Cyclo Special Committee, the Cyclo Board (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair and in the best interests of Cyclo and its stockholders, (ii) approved and adopted, pursuant to Section 92A.120 of the Nevada Revised Statutes, the Merger Agreement and the transactions contemplated thereby, (iii) directed that the adoption of the Merger Agreement be submitted to a vote of Cyclo’s stockholders at a meeting of Cyclo’s stockholders, (iv) subject to the terms and conditions of the Merger Agreement, recommended that Cyclo’s stockholders approve the adoption of the Merger Agreement and approve the Merger on the terms and subject to the conditions set forth in the Merger Agreement, and (v) authorized and approved all other matters reasonably required to consummate the Merger.

The Cyclo Board recommends that Cyclo stockholders vote “FOR” the Cyclo Merger Proposal and, if necessary, “FOR” the Cyclo Adjournment Proposal.

In evaluating the Merger Agreement and the Merger, the Cyclo Special Committee and the Cyclo Board held numerous meetings and consulted with Cyclo’s management and financial, accounting and legal advisors and considered a number of positive factors in favor of the Merger, including but not limited to the following (not necessarily in order of relative importance):

•        Aggregate Value of Merger Consideration —

•        the Cyclo Special Committee’s and the Cyclo Board’s belief, as a result of arm’s length negotiations with Rafael and taking into account Cyclo’s inability to raise financing on terms favorable to Cyclo, and the Cyclo Special Committee’s and the Cyclo Board’s familiarity with the business, operations, prospects, business strategy, assets, liabilities and general financial condition of Cyclo on a historical and prospective basis, that (i) Cyclo and its representatives negotiated the most favorable Exchange

Ratio that Rafael was willing to agree to, (ii) measured against the longer-term execution risks described below, the Exchange Ratio reflects a fair and favorable price for shares of Cyclo Common Stock and (iii) the terms of the Merger Agreement include the most favorable terms to Cyclo in the aggregate to which Rafael was willing to agree, and which provide a high level of closing certainty;

•        the fact that the Exchange Ratio is based upon a price for Cyclo Common Stock of $.95 per share and the sum of (i) Rafael’s cash, cash equivalents and marketable securities; (ii) certain other assets of Rafael; and (iii) the amounts loaned by Rafael to Cyclo prior to closing of the Merger and the number of shares of Rafael capital stock outstanding at the closing of the Merger;

•        Opinion — the Cyclo Special Committee considered the financial analysis reviewed by representatives of CS with the Cyclo Special Committee, and the oral opinion of CS to the Cyclo Special Committee (which was confirmed in writing by delivery of CS’ written opinion dated August 21, 2024), with respect to the fairness, from a financial point of view, to the unaffiliated stockholders of the Exchange Ratio in the Merger pursuant to the Merger Agreement, as of August 21, 2024, based upon and subject to the assumptions made, procedures followed, conditions described, matters considered, and qualifications and limitations on the scope of review undertaken and other matters considered by CS in preparing its opinion. See “The Merger — Opinion of Financial Advisor to the Cyclo Special Committee.”

•        Commitment to Fund Cyclo — the Cyclo Special Committee in making its recommendation to Cyclo’s Board considered that Rafael agreed to fund Cyclo through the consummation of the Merger in such amounts as may be necessary for Cyclo to operate its business and pay its debts and obligations as they become due, and to fund the surviving entity up to a maximum amount when added to the pre-signing debt funding of $25 million in order for Cyclo to complete the 48-week interim analysis on patient data derived from the Phase III Pivotal Trial of Trappsol® Cyclo™ for NPC for the benefit of the patients and their families. The Cyclo Special Committee and the Cyclo Board believes that Rafael’s commitment of the cash necessary to fund Cyclo through the 48 week read out of the results from the Phase III Clinical Trial of Trappsol® Cyclo™ effectively increases the Exchange Ratio;

•        Participation in Rafael — the Cyclo Special Committee’s and the Cyclo Board’s belief, based in part on a diligence and analysis process conducted by Cyclo’s management and reviewed with the Cyclo Special Committee and the Cyclo Board, that with respect to Cyclo’s product pipeline and the potential market opportunity for Cyclo’s products including Cyclo’s lead therapeutic asset, Trappsol® CycloTM, that Cyclo’s product candidates represent a sizeable potential market opportunity, and may create value for the stockholders of Rafael and an opportunity for Cyclo’s stockholders to participate in the potential growth of Rafael;

•        Standalone Consideration — the Cyclo Board’s belief that maintaining Cyclo as an independent stand-alone company involved significant risk, taking into account Cyclo’s business, operational and financial status and prospects, including its cash position, and the need to raise significant additional financing for the continued development of its clinical product candidates including its lead candidate, Trappsol® CycloTM, in a volatile market;

•        Results of Market Check — the Merger was the result of a comprehensive market check. The Cyclo Special Committee and the Cyclo Board considered that Cyclo had diligently endeavored but had not been able to, and does not expect to be able to, access any sources of equity or debt financing on terms beneficial to Cyclo or the unaffiliated stockholders other than additional financing from Rafael in connection with its acquisition of Cyclo. Further, the Cyclo Special Committee and the Cyclo Board considered that, at Cyclo’s direction, representatives of Cyclo management as well as representatives of CS, which was engaged by the Cyclo Special Committee to perform a limited market outreach, affirmatively contacted a number of companies concerning their interest in a potential strategic transaction with Cyclo. See the section entitled “The Merger — Background of the Merger” for further information about the market check. The Cyclo Special Committee and the Cyclo Board considered the nature of the engagement by each of these potential parties and that, of these potential parties, only Rafael made a proposal for an acquisition of Cyclo;

•        Favorable Value — the Cyclo Board’s belief, after a thorough market check and discussions with Cyclo’s management and legal counsel, that the Merger is more favorable to Cyclo’s stockholders than the potential value that might have resulted from other strategic or financing options available to Cyclo;

•        Potential Strategic Benefits —

•        the Cyclo Special Committee’s and the Cyclo Board’s belief that Rafael will be able to use its combined resources to achieve development milestones for Cyclo’s lead therapeutic asset, Trappsol® CycloTM; and

•        the expected cash resources of Rafael, including a cash runway into the second half of 2025 by which time the results of the 48-week interim analysis on patient data derived from the Phase III Clinical Trial of Trappsol® Cyclo™ should be received.

The Cyclo Special Committee and the Cyclo Board also reviewed the terms and conditions of the Merger Agreement and related transactions, as well as the safeguards and protective provisions included therein intended to mitigate risk, including the following:

•        the fact that the Exchange Ratio will not fluctuate based upon changes in the stock price of Cyclo or Rafael prior to the completion of the Merger and provides certainty to Cyclo’s stockholders as to their pro forma ownership of approximately 20.5% of Rafael, on a fully diluted basis, and approximately 11.8% of the voting power, following completion of the Merger;

•        the limited number and nature of the conditions to Cyclo’s and Rafael’s obligations to consummate the Merger and the limited risk of non-satisfaction of such conditions as well as the potential that the Merger will be consummated on a timely basis;

•        Cyclo’s ability, under certain circumstances, to furnish information to, and conduct negotiations with, third parties regarding alternative acquisition proposals;

•        the Cyclo Board’s ability, under certain circumstances involving a Superior Proposal, to withdraw or modify its recommendation that Cyclo stockholders vote in favor of the adoption of the Merger Agreement;

•        the reasonableness of the potential termination fee of $400,000, or reimbursement of certain transaction expenses of up to $250,000, which could become payable by Cyclo if the Merger Agreement is terminated in certain circumstances;

•        the expectation that the Merger would qualify as a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended; and

•        the belief that the terms of the Merger Agreement, including the parties’ representations, warranties, and covenants, and the conditions to their respective obligations, are reasonable under the circumstance.

The Cyclo Special Committee and the Cyclo Board also considered a variety of risks and other potentially negative factors, including, among other risks and factors, the following (not necessarily in order of relative importance):

•        the possible volatility of the trading price of Cyclo Common Stock and Rafael Class B Common Stock resulting from the announcement, pendency or completion of the Merger;

•        the risk that the Merger might not be consummated in a timely manner or at all, including the risks that Cyclo would have incurred substantial transaction and opportunity costs and that Cyclo’s business might be subject to substantial disruptions and delays that could adversely impact its business plan and prospects;

•        the agreement by Rafael to provide additional debt financing to Cyclo through the consummation of the Merger subject to certain limitations;

•        the restrictions the Merger Agreement imposes on Cyclo’s ability to solicit competing proposals;

•        the fact that Cyclo may be obligated to pay a termination fee of $400,000 or to reimburse Rafael in an amount up to $250,000 for certain transaction expenses if the Merger Agreement is terminated in certain circumstances and the possibility that the termination fee or reimbursement obligations could potentially deter third parties from proposing an alternative transaction that may be more advantageous to Cyclo’s stockholders;

•        the potential of disruptive stockholder litigation following announcement of the Merger;

•        the early-stage clinical data of Trappsol® CycloTM, Cyclo’s lead therapeutic asset, which, in the future, may not be successfully developed into products that are marketed and sold;

•        the significant costs involved in connection with entering into the Merger Agreement and completing the Merger and the substantial time and effort of management required to consummate the Merger, including costs associated with potential related litigation;

•        the risk that Rafael may determine not to fund development of Cyclo’s product candidates after the 48-week interim analysis on patient data derived from the Phase III Clinical Trial of Trappsol® Cyclo™ to upcoming value inflection points;

•        the substantial dilution to Cyclo stockholders as a result of the Merger and the future potential dilution that may occur, including the fact that former Cyclo stockholders will have less influence over the management and policies of Rafael then they have over the management and policies of Cyclo; and

•        various other risks associated with the Merger, including the risks described in the section entitled “Risk Factors” in this joint proxy statement/prospectus and in Cyclo’s Annual Report on Form 10-K for the year ended December 31, 2023.

In view of the factors considered in connection with its evaluation of the proposed Merger and the complexity of these matters, the Cyclo Special Committee and the Cyclo Board did not find it practicable to, and did not, quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the proposed Merger and the Merger Agreement and to make its recommendation to its stockholders. In addition, individual members of the Cyclo Special Committee and the Cyclo Board may have given differing weights to different factors. In reaching its determination to approve the proposed Merger and the Merger Agreement, the Cyclo Special Committee and the Cyclo Board conducted an overall review of the factors described above, including through thorough discussions with its management and outside legal and financial advisor. The Cyclo Special Committee and the Cyclo Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger.

The Cyclo Special Committee made its recommendation to the Cyclo Board and the Cyclo Board made its recommendation to stockholders based on the totality of information presented to, and the investigation conducted by, the Cyclo Special Committee and the Cyclo Board. The explanation of the factors and other information presented in this section may contain forward-looking statements and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” of this joint proxy statement/prospectus.

Certain Unaudited Financial Projections of Cyclo

As a matter of course, neither Cyclo nor Rafael publicly discloses long-term projections of future financial results due to the inherent unpredictability and subjectivity of underlying assumptions and estimates. However, in connection with the Cyclo Special Committee’s and the Board’s evaluation of the Merger, Cyclo’s management prepared internal financial projections regarding Cyclo (collectively, the “Cyclo Projections”), solely for use by CS in connection with the rendering of its opinion and performing its related financial analyses, as described below under “The Merger — Opinion of Financial Advisor to the Cyclo Special Committee.”

The inclusion of the Cyclo Projections below should not be deemed an admission or representation by Cyclo, Rafael or CS, or any of their respective officers, directors, affiliates, advisors, or other representatives with respect to such Cyclo Projections. The Cyclo Projections are not included to influence your views on the Merger described in this joint proxy statement/prospectus but solely to provide stockholders access to certain information that was provided to Cyclo’s financial advisor, CS, to assist with its opinion and underlying financial analyses as described in the section entitled “The Merger — Opinion of Financial Advisor to the Cyclo Special Committee.” The information from the Cyclo Projections included below should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Cyclo and Rafael in this joint proxy statement/prospectus or incorporated herein by reference.

The Cyclo Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of prospective financial information, or GAAP. Cyclo’s independent registered public accounting firm, WithumSmith+Brown, PC, has not audited, reviewed, compiled, or performed any procedures with respect to this preliminary financial information and, accordingly, WithumSmith+Brown, PC does not express an opinion or any other form of assurance with respect thereto. CohnReznick LLP, the independent registered public accounting firm of Rafael has not audited, reviewed, compiled, examined, or performed any procedures with respect to the Cyclo Projections included herein. Accordingly, neither the independent registered public accounting firm of Cyclo or Rafael nor any other independent accountant expresses an opinion or provides any form of assurance with respect thereto for the purpose of this joint proxy statement/prospectus.

The Cyclo Projections are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Although Cyclo believes that its assumptions were, at the time the projections were prepared, reasonable, all financial projections are inherently uncertain, and Cyclo expects that differences will exist between actual and projected results. Although presented with numerical specificity, the Cyclo Projections reflect numerous variables, estimates, and assumptions made by Cyclo’s management at the time they were prepared, and also reflect general business, economic, market, and financial conditions and other matters, all of which are difficult to predict and many of which are beyond Cyclo and Rafael’s control. In addition, the Cyclo Projections cover multiple years, and this information by its nature becomes subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the estimates and assumptions made in preparing the Cyclo Projections will prove accurate or that any of the Cyclo Projections will be realized.

The Cyclo Projections are subject to various risks, including, among others, the ability of Cyclo (or the Surviving Entity) to successfully develop and commercialize its product candidates, the effect of future regulatory or legislative actions on Cyclo and the industry in which it operates, the potential impact of the announcement or completion of the Merger on relationships with customers, providers, vendors, competitors, management and other employees, potential liability resulting from pending or future litigation, and the uncertainties, costs and risks involved in Cyclo’s (or the Surviving Entity’s) operations. As a result, there can be no assurance that any of the Cyclo’s Projections accurately reflect future trends or accurately estimate the future market for Cyclo’s product or product candidates. There also can be no assurance that Cyclo will obtain the regulatory approvals necessary for the commercialization of its products or product candidates, or that Cyclo’s competitors will not commercialize products that are safer, more effective, or more successfully marketed and sold than any product that Cyclo may market or commercialize.

The Cyclo Projections include total sales, gross profit and earnings before interest, taxes, depreciation and amortization, or EBITDA. EBITDA is a financial performance measures that is not calculated in accordance with GAAP (a “non-GAAP financial measure”). Non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. It is not feasible for Cyclo to prepare an EBITDA to GAAP measure reconciliation. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and Cyclo’s Special Committee in connection with a business combination transaction, such as the Cyclo Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Cyclo Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by CS or the Cyclo Board or the Cyclo Special Committee. Accordingly, no reconciliation of the financial measures included in the Cyclo Projections is provided in this joint proxy statement/prospectus.

The Cyclo Projections are subject to many risks and uncertainties, and you are urged to review the section entitled “Risk Factors” for a description of risk factors relating to the Merger. You should also read the section entitled “Cautionary Statement Regarding Forward-Looking Statements” for additional information regarding the risks inherent in forward-looking information such as the Cyclo Projections.

The inclusion of the Cyclo Projections herein should not be regarded as an indication that Cyclo, Rafael, CS, or any of their respective affiliates or representatives considered or consider the Cyclo Projections to be necessarily indicative of actual future events, and the Cyclo Projections should not be relied upon as such. The Cyclo Projections

do not take into account any circumstances or events occurring after the dates they were prepared. Cyclo, Rafael and the Surviving Entity do not intend to, and disclaim any obligation to, update, correct, or otherwise revise the Cyclo Projections to reflect circumstances existing or arising after the date the Cyclo Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions or other information underlying the Cyclo Projections are shown to be in error. Furthermore, the Cyclo Projections do not take into account the effect of any failure of the Merger to be consummated and should not be viewed as accurate or continuing in that context.

In light of the foregoing factors and the uncertainties inherent in financial projections, stockholders are cautioned not to place undue reliance, if any, on the Cyclo Projections.

Certain Unaudited Financial Projections Regarding Cyclo Used in Connection with the CS Opinion

The Cyclo Projections assume, among other things: the development and commercialization of Trappsol® Cyclo™ in Niemann-Pick Type C1 (NPC1) only, and the following probability of success, or POS, assumptions (i) 80% phase 3 to BLA; (ii) 80% BLA to approval and (iii) 64% cumulative POS.

CYCLO THERAPEAUTICS INC.
PROFIT AND LOSS

Opinion of Financial Advisor to the Cyclo Special Committee

At a meeting of the Cyclo Special Committee held on August 21, 2024, CS rendered to the Cyclo Special Committee its oral opinion, which was subsequently confirmed in writing by delivery of CS’ written opinion dated the same date, to the effect that, as of August 21, 2024, and based upon and subject to the assumptions made, procedures followed, conditions described, matters considered and qualifications and limitations on the scope of review undertaken by CS in rendering its opinion and as set forth in the written opinion, the Exchange Ratio in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to the unaffiliated stockholders of Cyclo.

The summary of CS’ opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex E to this joint proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by CS in preparing its opinion. However, neither CS’ written opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be or constitutes advice or a recommendation to the Cyclo Special Committee or any security holder as to how to act or vote with respect to any matter relating to the proposed Merger or otherwise. The opinion was addressed to the Cyclo Special Committee for the use and benefit of the members of the Cyclo Special Committee (in their capacities as such) in connection with the Cyclo Special Committee’s evaluation of the Merger. CS’ opinion was just one of the several factors the Cyclo Special Committee took into account in making its determination to approve the Merger.

CS’ opinion only addressed whether, as of the date of the opinion, the Exchange Ratio in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to the unaffiliated stockholders and did not address any other terms, aspects, or implications of the Merger or the Merger Agreement including, without limitation, (i) any term or aspect of the Merger that was not susceptible to financial analyses, (ii) the fairness of the Merger, or all or any portion of the Exchange Ratio, to any other security holders of Cyclo, Rafael or any other person or any creditors or other constituencies of Cyclo, Rafael or any other person, (iii) the appropriate capital structure of Cyclo or Rafael or whether Cyclo or Rafael should be issuing debt or equity securities or a combination of both in the Merger, (iv) any capital raising or financing transaction contemplated by Cyclo or Rafael, or (v) the fairness of the amount or nature, or any other aspect, of any compensation or consideration payable to or received by any officers, directors, or employees of any parties to the Merger, or any class of such persons, relative to the Exchange Ratio in the Merger pursuant to the Merger Agreement, or otherwise. CS did not express any opinion as to what the value of shares of Rafael’s Class B

Common Stock actually will be when issued to the unaffiliated stockholders pursuant to the Merger or the prices at which shares of Cyclo’s common stock or Rafael’s Class B Common Stock may trade, be purchased or sold at any time.

For purposes of CS’ analyses and opinion, CS, at the Cyclo Special Committee’s direction, assumed that the Exchange Ratio would be 0.3179x. Further, CS noted that, for purposes of its analysis and opinion, CS did not rely upon a comparison of the financial and operating performance of Rafael with that of companies with publicly traded equity securities that CS deemed relevant, because CS did not identify companies with publicly traded securities that CS deemed sufficiently similar to Rafael for such purposes. In addition, the Cyclo Special Committee advised CS that long-term forecasts reflecting Rafael management’s best currently available estimates and judgments with respect to the future financial performance of Rafael were not available. Accordingly, the Cyclo Special Committee directed CS to assume, for purposes of CS’ analysis and opinion, that Rafael’s recent trading prices of Rafael Class B Common Stock and the estimated value of Rafael Class B Common Stock utilized in the Exchange Ratio calculation based on the net cash value of the Rafael provided a reasonable basis on which to evaluate shares of Rafael Class B Common Stock, Rafael, and the merger consideration.

CS’ opinion did not address the relative merits of the Merger as compared to any alternative transaction or business strategy that may have existed for Cyclo, or the merits of the underlying decision by the Cyclo Special Committee to engage in or consummate the Merger. The financial and other terms of the Merger were determined pursuant to negotiations between the parties to the Merger Agreement and were not determined by or pursuant to any recommendation from CS and accordingly CS relied upon discussions with the senior management of Cyclo with respect to the availability and consequences of alternatives to the Merger other than the limited market outreach the Cyclo Special Committee directed CS to engage in. Consequently, CS assumed, based on discussions with the senior management of Cyclo, that the terms of the Merger were the most beneficial terms from Cyclo’s perspective that could have been under the circumstances negotiated among the parties to the Merger, and no opinion was expressed whether any alternative transaction might produce consideration for Cyclo or the unaffiliated stockholders in an amount in excess of the merger consideration. Other than the limited market outreach, CS was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with respect to the Merger, the securities, assets, businesses or operations of Cyclo, Rafael or any other party, or any alternatives to the Merger, (b) negotiate the terms of the Merger, or (c) advise the Cyclo Special Committee, the Cyclo Board or any other party with respect to alternatives to the Merger.

CS’ analyses and opinion were necessarily based upon market, economic, and other conditions as they existed on, and could be evaluated as of, the date of the opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, CS did not assume any obligation to update, review, or reaffirm its opinion to the Cyclo Special Committee or any other person or otherwise to comment on or consider events occurring or coming to CS’ attention after the date of the opinion.

In arriving at its opinion, CS made such reviews, analyses, and inquiries as CS deemed necessary and appropriate under the circumstances. Among other things, CS:

•        Reviewed a draft, dated August 20, 2024, of the Merger Agreement.

•        Reviewed certain publicly available financial information and other data with respect to Cyclo and Rafael that CS deemed relevant.

•        Reviewed certain other information and data with respect to Cyclo made available to CS by Cyclo, including financial projections with respect to the future financial performance of Cyclo for the years ending December 31, 2024, through December 31, 2036 prepared by management of Cyclo (the “projections”) and other internal financial information furnished to CS by or on behalf of Cyclo.

•        Considered and compared the financial and operating performance of Cyclo with that of companies with publicly traded equity securities that CS deemed relevant.

•        Considered the publicly available financial terms of certain transactions that CS deemed relevant.

•        Considered Cyclo’s adjusted net book value.

•        Reviewed a certificate addressed to CS from senior management of Cyclo which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, CS by or on behalf of Cyclo.

•        Discussed the business, operations, and prospects of Cyclo and Rafael and the proposed Merger with Cyclo’s and Rafael’s management and certain of Cyclo’s and Rafael’s representatives.

•        Conducted such other analyses and inquiries, and considered such other information and factors, as CS deemed appropriate.

In arriving at its opinion, CS, with the Cyclo Special Committee’s consent, relied upon and assumed, without independently verifying, the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to CS or available from public sources, and CS further relied upon the assurances of Cyclo’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. CS also relied upon, without independent verification, the assessments of the management of Cyclo as to Cyclo’s existing and future technology, products, projects, and services (including, without limitation, the development, testing, marketing, and life of such technology, products, projects, and services), and CS assumed, at the Cyclo Special Committee’s direction, that there would be no developments with respect to any such matters that would adversely affect CS’ analysis or its opinion. CS is not a legal, tax, accounting, environmental, or regulatory advisor and, CS did not express any views or opinions as to any legal, tax, accounting, environmental, or regulatory matters relating to Cyclo, Rafael, the Merger, or otherwise. CS understood and assumed that Cyclo had obtained or would obtain such advice as it deemed necessary or appropriate from qualified legal, tax, accounting, environmental, regulatory, and other professionals, that such advice is sound and reasonable and that Cyclo had acted or would act in accordance therewith.

Management of Cyclo advised CS that (i) the entire amount of the principal and interest under the amended and restated note purchase agreement with Rafael, dated July 16, 2024, is due and payable on November 11, 2024, (ii) Cyclo did not have sufficient funds to repay such amount and maintain capital adequate for its ongoing operations, (iii) Cyclo will require substantial additional capital to operate on a standalone basis in accordance with Cyclo business plan underlying the projections, and (iv) Cyclo had not been able to, and does not expect to be able to, access any sources of equity or debt financing on terms beneficial to Cyclo or the unaffiliated stockholders other than additional financing from Rafael.

CS assumed at the Cyclo Special Committee’s direction that the projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of management of Cyclo with respect to the future financial performance of Cyclo and that such information provided a reasonable basis upon which to analyze and evaluate Cyclo and form an opinion. CS expressed no view with respect to the projections or the assumptions on which they were based. CS did not evaluate the solvency or creditworthiness of Cyclo, Rafael or any other party to the Merger, the fair value of Cyclo, Rafael or any of their respective assets or liabilities, or whether Cyclo or Rafael or any other party to the Merger was paying or receiving reasonably equivalent value in the Merger under any applicable foreign, state, or federal laws relating to bankruptcy, insolvency, fraudulent transfer, or similar matters, nor did CS evaluate, in any way, the ability of Cyclo, Rafael or any other party to the Merger to pay its obligations when they come due. CS did not physically inspect Cyclo’s or Rafael’s properties or facilities and have not made or obtained any evaluations or appraisals of Cyclo’s or Rafael’s assets or liabilities (including any contingent, derivative, or off-balance-sheet assets and liabilities). CS did not attempt to confirm whether Cyclo and Rafael have good title to their respective assets. CS’ role in reviewing any information was limited solely to performing such reviews as CS deemed necessary to support its own advice and analysis and was not on behalf of the Cyclo Special Committee, the Cyclo Board, Cyclo, or any other party.

CS assumed, with the Cyclo Special Committee’s consent, that the Merger would be consummated in a manner that complies in all respects with applicable foreign, federal, state, and local laws, rules, and regulations and that, in the course of obtaining any regulatory or third party consents, approvals, or agreements in connection with the Merger, no delay, limitation, restriction, or condition would be imposed that would have an adverse effect on Cyclo or the Merger. CS also assumed, with the Cyclo Special Committee’s consent, that the final executed form of the Merger Agreement would not differ in any material respect from the draft copy CS reviewed and that the Merger would be consummated on the terms set forth in the Merger Agreement, without waiver, modification, or amendment of any term, condition, or agreement thereof material to CS’ analyses or opinion. Without limitation to the foregoing, with the Cyclo Special Committee’s consent, CS further assumed that any adjustments to the Exchange Ratio in accordance with the Merger Agreement or otherwise would not be material to CS’ analyses or opinion. CS also assumed that the representations and warranties of the parties to the Merger Agreement contained therein were true and correct and that each such party would perform all of the covenants and agreements to be performed by it under the Merger Agreement. CS offered no opinion as to the contractual terms

of the Merger Agreement or the potential that the conditions to the consummation of the Merger set forth in the Merger Agreement would be satisfied. CS further assumed that for U.S. federal income tax purposes the Merger would qualify as a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.

In connection with preparing its opinion, CS performed a variety of financial analyses. The following is a summary of the material financial analyses performed by CS in connection with the preparation of its opinion. It is not a complete description of all analyses underlying such opinion. The preparation of an opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. As a consequence, neither CS’ opinion nor the respective analyses underlying its opinion is readily susceptible to partial analysis or summary description. In arriving at its opinion, CS assessed as a whole the results of all analyses undertaken by it with respect to the opinion. While it took into account the results of each analysis in reaching its overall conclusions, CS did not make separate or quantifiable judgments regarding individual analyses and did not draw, in isolation, conclusions from or with regard to any individual analysis or factor. Therefore, CS believes that the analyses underlying the opinion must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors underlying the opinion collectively, could create a misleading or incomplete view of the analyses performed by CS in preparing the opinion.

The multiple ranges and implied value reference ranges indicated by CS’ analyses are not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, CS’ analyses are inherently subject to substantial uncertainty. The type and amount of consideration payable in the Merger were determined through negotiation between Cyclo and Rafael, and the decision to enter into the Merger was solely that of the Cyclo Special Committee and Cyclo Board.

The following summary of the material financial analyses performed by CS in connection with the preparation of its opinion includes information presented in tabular format. The tables alone do not constitute a complete description of these analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses CS performed. The order of the analyses does not represent relative importance or weight given to those analyses by CS.

For purposes of its analyses, CS reviewed a number of financial and operating metrics, including the following:

•        Enterprise Value — generally refers to the value as of a specified date of the relevant company’s outstanding equity securities (taking into account its options and other outstanding convertible securities) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and minority interests less the amount of cash on its balance sheet).

•        Adjusted Enterprise Value — generally refers to the value as of a specified date of the relevant company’s outstanding equity securities (taking into account its options and other outstanding convertible securities) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and minority interests less the excess of cash on its balance sheet over the relevant company’s LTM EBITDA losses, if any).

Unless the context indicates otherwise, (1) share prices for the selected companies used in the selected companies analysis described below were as of August 20, 2024, (2) the relevant values for the selected transactions analysis described below were calculated on an enterprise value basis based on the consideration paid in the selected transactions, (3) estimates of future financial performance of Cyclo were based on the projections, (4) estimates of financial performance for the selected companies listed below were based on publicly available research analyst estimates for those companies, and (5) the adjusted net book value analysis was based on estimates proved by company management.

Risk-Adjusted Net Present Value Analysis

CS performed a risk-adjusted net present value analysis of Cyclo by calculating the estimated net present value of the risk-adjusted free cash flows of Cyclo based on the projections. In performing this analysis, CS calculated an implied equity value per share range for Cyclo’s common stock by:

•        discounting to present value at discount rates ranging from 22% to 26% the projected free cash flows of Cyclo through December 31, 2036, which were selected based on CS’ professional judgment, which indicated an implied enterprise value range of approximately $48.8 million to approximately $62.2 million.

•        adding Cyclo’s pro-forma cash of approximately $3.1 million plus $37.2 million net cash from an assumed capital raise required to fund the projections. The assumed capital raise provided by company management assumed a $40 million raise issued at $0.86 per unit with each unit containing one share and two warrants each exercisable at $0.86.

•        deducting the $1.9 million estimated change of control warrant obligation as provided by company management.

•        which indicated an implied equity value range of approximately $87.2 million to approximately $100.6 million.

•        dividing the implied equity value range by approximately 90.5 million and approximately 97.3 million, respectively, which represented the range of company’s fully diluted common stock outstanding based on the treasury stock method taking into account in-the-money options, warrants and convertible securities at the implied equity value per share and the expected dilution from the assumed capital raise.

This analysis indicated an implied value reference range per share of company common stock of $0.96 to $1.03.

Selected Companies Analysis

CS considered certain financial and operating data for Cyclo and selected companies with publicly traded equity securities CS deemed relevant. The selected companies identified below focused on orphan or rare indications with lead assets that were Phase II to Phase III stage and excluded those that were focused on cell or gene therapy, oncology, ophthalmology, dermatology, psychiatric and infectious diseases and with market capitalization greater than $15 million and less than $600 million. In addition, CS included Zevra Therapeutics, Inc., which although had lead products at stages greater than Phase III, were included as it was the only public company with a lead product focused on NPC. The financial and operating data reviewed included market value, enterprise value, and adjusted enterprise value. The selected companies with publicly traded equity securities, their relevant financial metrics and the resulting high, mean, median, 1st quartile, and low financial data were:

In performing this analysis, CS calculated an implied equity value per share range for the Cyclo Common Stock by:

•        utilizing a range of adjusted enterprise value based on the 1st quartile and median of the selected companies which indicated an implied enterprise value range of approximately $25.8 million to approximately $37.2 million.

•        deducting the $4.0 million obligation under the amended and restated note purchase agreement when calculating the low value.

•        deducting the $1.9 million estimated change of control warrant obligation as provided by company management.

This analysis indicated an implied an implied equity value range of $19.9 million to $35.3 million, which, after dividing the implied equity value range by 28.8 million and 33.6 million, respectively, which represented the range of company’s fully diluted common stock outstanding based on the treasury stock method taking into account in-the-money options, warrants and convertible securities at the implied equity value per share, indicated an implied value reference range per share of company common stock of $0.69 to $1.05.

None of the selected companies have characteristics identical to Cyclo. An analysis of selected publicly traded companies is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the companies reviewed.

Selected Transactions Analysis

CS considered certain financial data for Cyclo and the financial terms of the following business transactions CS deemed relevant. The selected transactions identified below were announced after January 1, 2020 and focused on orphan or rare indications with lead assets that were Phase II to Phase III stage and excluded those that were focused on cell or gene therapy, oncology, ophthalmology, dermatology, and infectious diseases or with a transaction value greater than $1 billion. In addition, CS included 3 additional transactions for target companies with a lead product focused on NPC that were announced after March 1, 2017 (of which two were acquired in bankruptcy proceedings). The financial data reviewed included upfront consideration, milestone consideration and total consideration. The selected transactions, their relevant financial metrics and the resulting high, mean, median, 1st quartile, and low financial data were ($ in thousands):

CS calculated the following multiples with respect to the selected transactions:

In performing this analysis, CS calculated an implied equity value per share range for Cyclo Common Stock by:

•        utilizing a range of enterprise value based on the 1st quartile and the mean of the three most recent orphan and the most recent NPC transaction of the selected transactions up-front consideration which indicated an implied enterprise value range of approximately $16.4 million to approximately $52.3 million.

•        deducting the $4.0 million obligation under the amended and restated note purchase agreement when calculating the low value.

•        deducting the $1.9 million estimated change of control warrant obligation as provided by company management.

This analysis indicated an implied equity value range of $10.5 million to $50.4 million, which, after dividing the implied equity value range by 28.8 million and 35.2 million, respectively, which represented the range of company’s fully diluted common stock outstanding based on the treasury stock method, indicated an implied value reference range per share of company common stock of $0.36 to $1.43.

None of the target companies or transactions in the selected transactions have characteristics identical to Cyclo or the proposed Merger. Accordingly, an analysis of selected business combinations is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the target companies in the selected transactions and other factors that could affect the respective acquisition values of the transactions reviewed.

Adjusted Book Value Analysis

CS considered Cyclo’s adjusted book value assuming a sale of its clinical assets and chemical business and liquidation of all remaining assets. The estimated assumptions were provided by company management and included estimated clinical cash expenses and selling expenses incurred during the process.

The adjusted book value analysis indicated an implied value reference range per share of company common stock of $0.00 to $0.30.

Implied Exchange Ratio Reference Ranges

As directed by the Cyclo Special Committee, CS utilized an implied value range for Rafael of between $1.68 based on its one-year VWAP and $2.99 based on the estimated net cash value per share.

CS calculated implied Exchange Ratio reference ranges by comparing the low end of the per share value reference ranges indicated for Cyclo and the high end of the per share value reference range indicated for Rafael and comparing the high end of the per share value reference ranges indicated for Cyclo and the low end of the per share value reference range indicated for Rafael.

This analysis indicated the following implied Exchange Ratio reference ranges:

In each case as compared to the assumed Exchange Ratio of 0.3179x.

Other Matters

The Cyclo Special Committee selected CS as its financial advisor based on CS’ qualifications, experience and reputation. As part of its investment banking business, CS regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements and other purposes. CS is a recognized investment banking firm that has substantial experience in providing financial advice in connection with mergers, acquisitions, sales of companies, businesses and other assets and other transactions. CS was paid $75,000 for its financial advisory services and $150,000 upon rendering its opinion, no portion of which is contingent upon the completion of the Merger. In addition, Cyclo agreed to reimburse CS for certain expenses incurred by it in connection with its engagement and to indemnify CS and its related parties for certain liabilities that may arise out of its engagement or the rendering of its opinion. Other than this engagement, CS has not been engaged by either Cyclo or Rafael in the last two years for which CS has received any fees. In accordance with CS’ policies and procedures, a fairness committee was not required to, and did not, approve the issuance of the opinion. CS consented to the inclusion of its opinion in its entirety in this joint proxy statement/prospectus.

Rafael Recommendation and Reasons for the Transactions

At a meeting held on August 21, 2024, the Rafael Board met by teleconference to review the Merger. The Rafael Board (i) determined that it was fair to and in the best interests of Rafael and its stockholders for Rafael to enter into the Merger Agreement, (ii) declared the Merger Agreement and the transactions contemplated thereby advisable, (iii) adopted the Merger Agreement and approved the execution, delivery and performance of the Merger Agreement and of certain ancillary agreements thereto agreement, (iv) resolved to recommend approval of the following: (A) the issuance of shares of Rafael Class B Common Stock, (B) the creation of Rafael Public Warrants, (C) the issuance of warrants and options to holders of Cyclo warrants and options, (D) the registration of the Rafael Class B Common Stock, Rafael Public Warrants, and Rafael Class B Common Stock underlying the Rafael Public Warrants, and (E) the listing of the shares of Rafael Class B Common Stock and Rafael Public Warrants on NYSE, and (v) directed that the issuance of the Rafael Class B Common Stock in the Merger be submitted for approval to the holders of shares of Rafael Common Stock.

Reasons for Recommendation

In the course of reaching its recommendation, the Rafael Board considered the following material factors relating to the Merger Agreement and the Merger, each of which the Rafael Board believes supported its decision:

•        The attractiveness of Cyclo’s business prospects and the clinical stage of its lead candidate;

•        The encouraging results from earlier stages of clinical trials for Trappsol® CycloTM;

•        The high unmet need that Trappsol® Cyclo™ is intended to address;

•        The potential to earn a priority review voucher from the FDA which could provide substantial value to the Rafael stockholders;

•        The fact that Rafael is already a significant stockholder and noteholder of Cyclo and the potential to maximize the value of that stake;

•        The belief that merged companies are expected to have greater opportunities to generate value for its stockholders after the Merger;

•        The time and cost to arrive at a definitive potential value generating event at Cyclo is more favorable than other alternatives reasonably available to Rafael to generate such value; and

•        The fact that, the Merger was not expected to result in a change of control of Rafael.

The Rafael Board considered these advantages and opportunities against a number of other factors identified in its deliberations weighing negatively against the Transactions, including:

•        The risks related to the realization of value from the Cyclo assets, including its principal candidate;

•        Potential difficulties in completing the Merger transaction based on, among other things, the potential disruption associated with the Merger and acquiring a wholly-owned subsidiary;

•        The challenges inherent in the management and operation of Cyclo following the Merger, including the risk that integration costs may be greater than anticipated and may require greater than anticipated management attention and focus post-closing;

•        The possibility that the anticipated benefits of the Merger may not be realized, recognizing the many challenges to be faced by Cyclo;

•        The possibility that the consummation of the Merger might not occur, or might be delayed, despite the companies’ efforts, including by reason of a failure to obtain the Cyclo Stockholder Approval;

•        The risks and costs to Rafael in connection with the Merger following the closing, including the risks and costs associated with the potential employee attrition and the potential effect on business and supplier relationships;

•        The potential that the application of the Exchange Ratio and the elements in its determination could result in Cyclo stockholders receiving a greater percentage of outstanding Rafael Class B Common Stock than anticipated;

•        Assuming the consummation of the Merger, the dilution to Rafael stockholders due to the issuance of the Rafael Class B Common Stock in the Merger; and

•        Various other risks associated with the Merger and the businesses of Rafael, Cyclo and the operations of the merger companies described in “Risk Factors” beginning on page 9 of this joint proxy statement/prospectus.

The foregoing discussion of the factors considered by the Rafael Board is not intended to be exhaustive, but, rather, includes the material factors considered by the Rafael Board. In reaching its decision to adopt and approve, and declare advisable, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Rafael Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Rafael Board considered all these factors as a whole, including through discussions with, and questioning of, Rafael’s management and outside legal counsel, and, overall, considered these factors to be favorable to, and to support, its determination.

The Rafael Board concluded that the potentially negative factors associated with the Transactions were outweighed by the potential benefits that it expected Rafael stockholders would receive as a result of the Transactions, including the belief of the Rafael Board that the Transactions would maximize the value of Rafael’s existing stake in Cyclo and of the Rafael Common Stock.

Interests of Certain Persons in the Transactions

Rafael

In considering the recommendation of the Rafael Board, you should be aware that certain directors and executive officers of Rafael may have interests in the Merger that may be different from, or in addition to, the interests of Rafael stockholders generally. The Rafael Board was aware of, and considered, these interests, among other matters, in evaluating and approving the Merger Agreement and the Merger and in recommending to Rafael stockholders that the Merger be approved. Specifically:

•        Effective at the Closing, William Conkling will be appointed as the sole director of the Surviving Entity;

•        William Conkling holds 50,230 shares of Cyclo Common Stock and vested options to purchase 18,373 shares of Cyclo Common Stock representing approximately 0.2% of the issued and outstanding shares of Cyclo Common Stock;

These interests are described in further detail in “Risk Factors — Executive officers and directors of Rafael may have interests in the Merger that are different from, or in addition to, the rights of its stockholders.” beginning on page 11 of this joint proxy statement/prospectus.

exercisable for a ten-year period commencing on the date of grant, shall have an exercise price equal to the closing price of the Cyclo Common Stock on the date of grant, and vest in 48 equal monthly installments over a four-year period following the grant date.

•        In the event of a termination of the executive’s employment by Cyclo without cause, the executive will be entitled to receive unpaid base salary computed on a pro rata basis to the termination date and any other benefits as required by applicable law (collectively, “Accrued Amounts”). In addition, the executive will receive (i) an amount equal to his annual salary, as in effect on the termination date payable for a period of one year on the same terms and frequency as his base salary was paid prior to termination, (ii) reimbursement for all COBRA expenses for the twelve month period following the termination, which will reimbursed on a monthly basis and (iii) any bonus payments earned by the executive, but not paid prior to the termination date (collectively, the “Severance Payments”) (collectively, the Accrued Amounts, plus the Severance Payments shall be referred to as the “Severance Benefits”). In addition, if the CEO is terminated without cause, all unvested equity awards granted to the CEO will automatically be accelerated on the termination date. In addition, if the employment of the executive officers is terminated by Cyclo without “cause” within 12 months following a change in control (as defined in the agreement), then in addition to the Severance Benefits, each executive is also eligible to receive full acceleration of any unvested equity awards that were awarded to the executive.

•        Upon the termination N. Scott Fine’s employment by Cyclo other than for Cause absent a Change of Control, all unvested stock options that would have vested within 12 months following such termination will immediately vest.

•        Each executive is subject to confidentiality, non-compete, non-solicitation and work-for-hire provisions.

The Merger Agreement provides that the Surviving Entity shall have entered into written employment agreements with each of the executive officers of Cyclo and certain other persons. The anticipated terms of those agreements will be similar to the current employment agreements between each such individuals and Cyclo, with expected changes as described below. Regardless of the expiration of the terms of the current agreements, each of the new employment agreements will have a term of two years from the closing of the Merger. The base cash compensation is expected to reflect increases of 2%-4% from the current levels, subject to different payroll policies. The cash bonus targets will remain the same, but will be at the discretion of the Board of Managers of the Surviving Entity, and the employees will receive a prorated portion of their 2024 target bonuses (as set forth in the current agreements) upon closing of the Merger The new employment agreements will not have specific amounts or targets for annual equity grants, and any such grants will be made as part of Rafael’s annual compensation determination process. Severance payments are expected to be substantially the same as under the current agreements with the addition that, in addition to the criteria in the current agreements, severance will also be payable on a termination by the individual for Good Reason (as will be defined in the new employment agreements).

Closing of the Merger

Pending the receipt of all required Rafael and Cyclo stockholder approvals, the closing of the Merger is expected to occur in the first quarter of calendar 2025.

Regulatory Approvals

Neither Rafael nor Cyclo is aware of any material regulatory approvals or actions that are required for completion of the Merger. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Ownership of Rafael Post-Merger

Upon completion of the Merger, it is expected that Cyclo stockholders will own approximately 20.5% of the outstanding Rafael Class B Common Stock and approximately 11.8% of the voting power of the Rafael Common Stock because each share of Rafael Class B Common Stock is entitled to one-tenth of a vote per share as compared to each share of Rafael Class A Common Stock which is entitled to three (3) votes per share.

Accounting Treatment

The Merger is expected to be accounted for as a business combination pursuant to ASC 805, where Rafael is the acquirer and the assets and liabilities of Cyclo are preliminarily measured and recognized based on their estimated fair values as of the date of the acquisition. The fair value measurements utilize estimates based on key assumptions as of the Closing Date, including historical and current market data.

Listing of Rafael Class B Common Stock; Delisting and Deregistration of Cyclo Common Stock After the Merger

Rafael’s Class B Common Stock is currently traded on the NYSE under the symbol “RFL”. It is a closing condition that the shares of Rafael Class B Common Stock to be issued in the Merger pursuant to the Merger Agreement and the Rafael Public Warrants issued in exchange for the Cyclo Public Warrants, and the Rafael Class B Common Stock underlying the Rafael Public Warrants are approved for listing on the NYSE. The Cyclo Common Stock is currently traded on Nasdaq under the symbol “CYTH” while the Cyclo Public Warrants are currently traded on Nasdaq under the symbol “CYTHW”. In addition, following the consummation of the Merger, the Cyclo Common Stock and Cyclo Public Warrants will be delisted from Nasdaq, deregistered under the Exchange Act and cease to be publicly traded, and Cyclo will no longer be required to file periodic reports with the SEC.

Nevada Anti-Takeover Provision

Section 78.438 of the Nevada Revised Statutes (“NRS”) prohibits a publicly held Nevada corporation from engaging in a business combination with an interested stockholder, generally a person that together with its affiliates owns or within the last two years has owned 10% of the outstanding voting stock, for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner, or falls within certain exemptions under the NRS. Cyclo has complied with this provision.

THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the Merger Agreement. This summary may not contain all the information about the Merger Agreement that is important to you. This summary is qualified in its entirety by reference to the Merger Agreement attached as Annex A hereto and incorporated by reference into this joint proxy statement/prospectus. You are encouraged to read the Merger Agreement in its entirety because it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The following summary describes certain material provisions of the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus and which is incorporated by reference herein. The description in this section and elsewhere in this joint proxy statement/prospectus is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. Rafael and Cyclo encourage you to carefully read the Merger Agreement in its entirety before making any decisions regarding the Merger because it is the legal document that governs the Merger.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about Rafael and Cyclo contained in this joint proxy statement/prospectus or in Rafael’s or Cyclo’s public reports filed with the SEC may supplement, update, or modify the factual disclosures about Cyclo and Rafael contained in the Merger Agreement and described in this summary. The representations, warranties and covenants made in the Merger Agreement by Rafaell, Merger Subs and Cyclo were qualified and subject to important limitations agreed to by Cyclo, Merger Subs and Rafael in connection with negotiating the terms of the Merger Agreement and may be subject to a contractual standard of materiality which may differ from what may be viewed as material by investors. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this joint proxy statement/prospectus, may have changed since the date of the Merger Agreement. In addition, the representations, warranties and covenants in the Merger Agreement are qualified by information contained in confidential disclosure schedules exchanged by Rafael and Cyclo in connection with their execution of the Merger Agreement, which confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties, and covenants set forth in the Merger Agreement.

Structure of the Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Nevada Revised Statutes, as amended, at the First Effective Time, First Merger Sub, a wholly-owned subsidiary of Rafael and a party to the Merger Agreement, will merge with and into Cyclo, and the separate corporate existence of First Merger Sub will cease, and Cyclo will survive as a wholly-owned subsidiary of Rafael. At the Second Effective Time, Cyclo will merge with and into Second Merger Sub, and the separate corporate existence of Cyclo will cease, and Second Merger Sub will survive as a wholly-owned subsidiary of Rafael, and will conduct the business of Cyclo under the name Cyclo Therapeutics, LLC.

Completion and Effectiveness of the Merger

The First Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Nevada or such later date specified in such certificate of merger. The Second Merger will become effective upon filing of a certificate of merger with the Secretary of State of Nevada or such later date as specified in such certificate of merger. The closing of the Merger will take place via electronic exchange of documents and closing deliverables required by the Merger Agreement no later than the third business day following the day on which the conditions to the Merger set forth in the Merger Agreement and described in this joint proxy statement/prospectus

(except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions or waiver by the party entitled to waive such conditions) have been satisfied or waived in accordance with the Merger Agreement, or such other time or place as Rafael and Cyclo mutually agree in writing.

Although Rafael and Cyclo currently expect the Merger to be completed by late-2024 (in the event Cyclo stockholders adopt the Merger Agreement and Rafael stockholders approve the issuance of the Rafael Class B Common Stock), neither Cyclo nor Rafael can specify when, or make any assurances that, Cyclo and Rafael will satisfy or waive all of the conditions to the Merger. See the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” for more information.

Merger Consideration

At the First Effective Time of the Merger, each share of Cyclo Common Stock issued and outstanding immediately prior to the First Effective Time (other than: (i) treasury shares, and (ii) any shares of Cyclo Common Stock held directly by Rafael or Merger Subs) will be converted into the right to receive a number of shares of Rafael Class B Common Stock equal to the Exchange Ratio. The Exchange Ratio is calculated as the quotient (rounded down to four decimal places) obtained by dividing (x) $.95 by (y) the sum of the (A) Total Net Cash Amount (defined below), plus (B) Total Loan Amount (defined below), divided by the total number of shares of Rafael Capital Stock (defined below) outstanding at the First Effective Time, including any Rafael Capital Stock issuable upon exercise or conversion of outstanding securities of Rafael with exercise or conversion prices that are no greater than 150% of the then market price for the Rafael Class B Common Stock.

At the time of signing the Merger Agreement, the Exchange Ratio was estimated to be 0.3112 shares of Rafael Class B Common Stock for each share of Cyclo Common Stock. As of November 11, 2024, the Exchange Ratio is 0.3202 shares of Rafael Class B Common Stock for each share of Cyclo Common Stock, which is based on current estimates as to certain metrics that will impact the actual Exchange Ratio at the time of Closing, but the actual Exchange Ratio will depend on Rafael’s Total Net Cash Amount and Total Loan Amount and the number of shares of Rafael Capital Stock outstanding at the closing of the Merger.

Based upon the initially estimated Exchange Ratio, following the Merger, (i) Cyclo stockholders immediately before the Merger are expected to own approximately 20.5% of the aggregate number of outstanding shares of Rafael Capital Stock following the Merger, and (ii) Rafael securityholders immediately before the Merger are expected to own approximately 79.5% of the aggregate number of outstanding shares of Rafael Capital Stock following the Merger, subject to certain assumptions (including as to Rafael’s Total Net Cash Amount and Total Loan Amount and the number of shares of Rafael Capital Stock outstanding at the closing of the Merger, which could be materially different).

Examples

For illustrative purposes only, the examples presented below calculate the Exchange Ratio under various scenarios. These examples have assumed: (i) the First Effective Time occurs on [•], 2024, (ii) Cyclo is expected to have 28,905,496 shares of Cyclo Common Stock outstanding immediately prior to the First Effective Time, and (iii) Rafael has 24,674,150 shares of Rafael Capital Stock outstanding, which is expected to be consistent with the amount of shares of Rafael Capital Stock outstanding immediately prior to the First Effective Time, and (iv) Rafael has 425,000 shares of Rafael Capital Stock issuable upon exercise or conversion of outstanding securities of Rafael with exercise or conversion prices that are no greater than 150% of the then market price for the Rafael Class B Common Stock.

For each $500,000.00 increase in Rafael Total Net Cash Amount and Total Loan Amount, the Exchange Ratio will decrease by approximately 0.002.

Pursuant to the terms of the Merger Agreement, the “Total Net Cash Amount” means, as of the First Effective Time, (a) the sum of the total of (i) cash, cash equivalents and marketable securities of Rafael as of the Closing Date; and (ii) Included Assets (defined below), minus (b) the amount of Rafael’s current liabilities (on an unconsolidated basis), including, without limitation, accounts payable and accrued expenses, as the of end of the last month immediately prior to the Closing Date, updated for material changes to such amounts following such date until the Closing Date, and determined in a manner consistent with the manner such liabilities were historically reflected in the Rafael’s financial statements.

Pursuant to the terms of the Merger Agreement, the “Total Loan Amount” means, as of the First Effective Time, the outstanding principal amount of all amounts loaned by the Rafael to Cyclo between June 11, 2024 and the Closing, including without limitation, those amounts represented by the Promissory Notes issued by Cyclo to Rafael, dated June 11, 2024, July 16, 2024, August 21, 2024, September 9, 2024, October 8, 2024, November 7, 2024 and December 5, 2024, plus accrued and unpaid interest thereon as of the date of the Closing.

Pursuant to the terms of the Merger Agreement, “Included Assets” means the appraised value of the real estate of Rafael located at 5 Shlomo Levy Street, Har Hotzvim Jerusalem and the value of the Globis Capital Partners, L.P. holdings (to the extent that such items are reflected on the balance sheet of Rafael) as of the latest calendar quarter ending prior to the First Effective Time.

Pursuant to the terms of the Merger Agreement, “Rafael Capital Stock” means, Rafael Class A Common Stock and Rafael Class B Common Stock and Rafael Preferred Stock.

Treatment of Fractional Shares

No fractional shares of Rafael Class B Common Stock will be issued in connection with the Merger, and the number of shares of Rafael Class B Common Stock to be issued to Cyclo stockholders shall be rounded up to the nearest whole share.

Exchange of Shares

Prior to the Closing Date, Rafael will engage a reputable entity to act as exchange agent in the Merger (the “Exchange Agent”). No later than the Closing Date, Rafael will deposit with the Exchange Agent (i) non-certificated shares of Rafael Class B Common Stock represented by Book-Entry Shares issuable in exchange for Rafael Class B Common Stock.

Promptly after the First Effective Time, the Exchange Agent will mail to the holders of Cyclo Common Stock immediately prior to the First Effective Time: (i) a letter of transmittal (“Letter of Transmittal”), in substantially the form agreed to by Cyclo and Rafael and (ii) instructions for use in effecting the surrender of Cyclo stock certificates or Book-Entry Shares in exchange for Rafael Class B Common Stock. Upon surrender of Cyclo stock certificate or Book Entry Shares and delivery of a completed and duly executed Letter of Transmittal to the Exchange Agent for payment, (A) the holder of such Cyclo stock certificates or Book Entry Shares shall be entitled to receive in exchange therefor the applicable Merger Consideration for each share evidenced by such Cyclo stock certificates or Book-Entry Shares as provided by the terms of the Merger Agreement, within 10 Business Days of such surrender and delivery, and (B) the Cyclo stock certificates or Book-Entry Shares so surrendered shall be canceled. No holder of any Cyclo Common Stock or any instruments convertible into Cyclo Common Stock shall be entitled to receive any of the consideration in accordance with the preceding sentence without returning the completed and duly executed Letter of Transmittal. If any Cyclo stock certificate shall have been lost, stolen or destroyed, Rafael may, as a condition to the payment of the consideration thereunder, require the owner of such Cyclo stock certificate to provide a reasonably appropriate affidavit to Rafael (which may include an indemnity or bond in customary form).

Treatment of Cyclo Warrants and Options

All compensatory options to purchase Cyclo Common Stock shall be converted into options to acquire, on substantially similar terms and conditions, a number of shares of Rafael Class B Common Stock (rounded down to the nearest whole share), at an adjusted exercise price per share based upon the Exchange Ratio (rounded up to the nearest whole cent).

Unless otherwise provided for in outstanding warrant agreements, all outstanding warrants to purchase Cyclo Common Stock (other than those held by Rafael which will be cancelled) will automatically be converted into warrants to purchase a number of shares of Rafael Class B Common Stock, at an adjusted exercise price per share based upon the Exchange Ratio. Certain holders of Cyclo warrants, representing 5,498,914 Cyclo warrant shares, have the right to elect to receive cash payment in an amount equal to the Black Sholes Value of the unexercised portion of their warrants on the date of consummation of the Merger in lieu of receiving warrants to purchase Rafael Class B Common Stock.

Holders of Cyclo Public Warrants will receive Rafael Public Warrants in exchange for their Cyclo Public Warrants. The Rafael Public Warrants, and the shares of Rafael Class B Common Stock issuable on exercise thereof, are being registered as part of the Registration Statement.

Organizational Documents and Directors and Officers of the Surviving Entity

The Merger Agreement contains certain provisions relating to the governance of the Surviving Entity following completion of the Merger. At the First Effective Time, the articles of incorporation of the First Step Surviving Corporation shall be the articles of incorporation of the First Merger Sub as in effect immediately prior to the First Effective Time and the bylaws of the First Step Surviving Corporation shall be amended and restated in their entirety to read as the bylaws of First Merger Sub in effect immediately prior to the First Effective Time. At the Second Effective Time, the articles of organization of the Surviving Entity shall be the articles of organization of the Second Merger Sub as in effect immediately prior to the Second Effective Time and the limited liability company agreement of the Surviving Entity shall be amended and restated in their entirety to read as the limited liability company agreement of the Second Merger Sub in effect immediately prior to the Second Effective Time, except that all references to the name of Second Merger Sub therein shall be changed to refer to the name of Cyclo Therapeutics, LLC. From and after the Second Effective Time, the managers and officers of the Surviving Entity are William Conkling (director), Scott M. Fine, Joshua M. Fine, Jeffrey L. Tate and Michael Lisjak.

Representations and Warranties

Rafael, Cyclo and the Merger Subs each made representations and warranties in the Merger Agreement for the benefit of the other parties. The representations and warranties of the parties are subject, in some cases, to specified exceptions and qualifications contained in confidential disclosure schedules and are also qualified by materiality and material adverse effect and certain documents filed by the parties with the SEC.

For Cyclo, the representations and warranties in the Merger Agreement relate to, among other things:

•        due incorporation;

•        articles of incorporation and bylaws;

•        capitalization;

•        SEC reports; financial statements;

•        absence of certain changes;

•        title to assets;

•        real property; leasehold;

•        company data; intellectual property;

•        material contracts;

•        information technology;

•        liabilities;

•        compliance with laws; permits;

•        certain business practices;

•        tax matters;

•        employee benefit plans;

•        employee matters;

•        environmental matters;

•        insurance;

•        legal proceedings; orders;

•        authority; binding nature of agreement;

•        vote required;

•        counterparties;

•        non-contravention; consents;

•        brokers; finders;

•        related party transactions;

•        disclosure; and

•        regulatory matters.

For Rafael and Merger Subs, the representations and warranties in the Merger Agreement relate to, among other things:

•        due incorporation;

•        capitalization;

•        authority; binding nature of agreement;

•        non-contravention; consents;

•        absence of certain changes;

•        legal proceedings;

•        SEC reports, financial statements;

•        liabilities;

•        compliance with laws; permits;

•        title to assets; real property;

•        environmental matters;

•        employee benefit plans;

•        related party transactions;

•        Merger Subs;

•        valid issuance;

•        information supplied;

•        tax matters;

•        employee matters;

•        insurance;

•        certain business practices;

•        Rafael and Rafael investment company intellectual property;

•        regulatory matters;

•        vote required; and

•        brokers; finders.

None of the representations and warranties in the Merger Agreement or in any schedule, certificate, instrument or other document pursuant to the Merger Agreement shall survive the Closing of the Merger.

The representations, warranties and covenants made in the Merger Agreement by Cyclo, Rafael and Merger Subs are qualified and subject to important limitations agreed to by Cyclo, Rafael and Merger Subs in connection with negotiating the terms of the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. In your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to consider these limitations as well as the purpose of the representations and warranties, which limitations and purpose are described in more detail in the introductory paragraphs to this section.

Conduct of Business Prior to the Merger’s Completion

Except as provided in the Merger Agreement, between the date of the Merger Agreement and the Effective Time or the earlier termination of the Merger Agreement, Cyclo has agreed to, subject to certain exceptions (including such exceptions expressly permitted by the Merger Agreement or any Ancillary Agreement (as defined in the Merger Agreement), as disclosed in the confidential disclosure schedules delivered by Cyclo to Rafael in connection with the Merger Agreement, as required by applicable law or with Rafael’s written consent): (i) conduct its business in the ordinary course of business in all material respects; (ii) use commercially reasonable efforts to preserve substantially intact its business organization as constituted as-of the signing of the Merger Agreement; (iii) preserve its relationships with suppliers, distributors, licensors and Licensees; (iv) prosecute and maintain its Patents; and (v) file all Tax Returns.

Between the date of the Merger Agreement and the Effective Time or the earlier termination of the Merger Agreement, Cyclo has agreed not to, subject to certain exceptions (including such exceptions expressly permitted by the Merger Agreement or any Ancillary Agreement, as disclosed in the confidential disclosure schedules delivered by Cyclo to Rafael in connection with the Merger Agreement or with Rafael’s written consent):

•        change or amend Cyclo’s Charter, or Cyclo’s bylaws or authorize or propose the same;

•        split, combine or reclassify any of its capital stock (except with respect to the exercise of any Cyclo warrants or Cyclo options); issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; declare, set aside, or pay any dividend or make any distribution (whether in cash or in kind) with respect to any of its capital stock, membership interest or other equity interests (as applicable) or redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock, or other equity interests (as applicable);

•        issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Cyclo Capital Stock or securities convertible into, or subscriptions, rights, calls, conversion rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, or authorize or propose any change in its equity capitalization or capital structure; provided, however, that (i) Cyclo may issue shares of Cyclo Common Stock in connection with the exercise of Cyclo options, or Cyclo warrants outstanding as of the date of the Merger Agreement;

•        enter into or adopt any plan or agreement of complete or partial liquidation, restructuring, receivership, recapitalization or dissolution, or file a voluntary petition in bankruptcy or commence a voluntary legal procedure for reorganization, arrangement, adjustment, release or composition of Debt in bankruptcy or other similar Laws now or thereafter in effect;

•        incur any Debt for borrowed money, or guarantee any such Debt, or issue or sell any debt securities or guarantee any debt securities of other persons;

•        make any capital expenditures, capital additions or capital improvements, in excess of $50,000;

•        waive any material right of Cyclo under any Material Contract;

•        acquire or agree to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any Entity;

•        initiate any new line of business, make any loan or capital contribution to any Person (other than business-related advances to its employees in the Ordinary Course of Business), or otherwise acquire or agree to acquire any securities or assets of a Third Party that are material, individually or in the aggregate, to Cyclo;

•        terminate, cancel, amend, waive, modify, fail to use commercially reasonable efforts to comply with, maintain or renew any material Permit;

•        sell, assign, or otherwise dispose of, or lease or exclusively license any properties or assets of Cyclo

•        (i) sell, assign, transfer license or abandon or otherwise dispose of any Cyclo Owned Intellectual Property, or (ii) acquire, in-license or otherwise obtain any right, title or interest in or to any pending or issued Patents, inventions, patent disclosures or other Intellectual Property from any other Person (other than, with respect to each of clauses (i) and (ii), non-exclusive licenses or other non-exclusive grants of rights entered into in the Ordinary Course of Business, and, as applicable, on terms materially consistent with Cyclo’s applicable form agreement(s), provided that any Intellectual Property arising from any such form agreement, for such agreements entered into in the Pre-Closing Period, will be solely owned by Cyclo to the extent permitted under applicable Law);

•        enter into any Material Contract, amend or modify any Material Contract or terminate any Material Contract;

•        make, revoke, or change any material election in respect of Taxes, change an annual Tax accounting period, adopt or change any accounting method in respect of Taxes, file any amended Cyclo Tax Return, enter into any Tax allocation, sharing or indemnity agreement or any agreement with respect to Taxes, settle any claim or assessment in respect of Taxes, surrender or abandon any right to claim a material refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any material claim or assessment in respect of Taxes;

•        (i) adopt, establish, enter into, amend or terminate any Company Equity Plan, Company Plan or Company Service Provider Agreement or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Plan or Company Service Provider Agreement if it were in existence as of the date of the Merger Agreement (except for amendments required to comply with Law or the Merger Agreement), (ii) increase the compensation or benefits (including severance, termination, retention and change of control compensation or benefits) of, or grant any bonus or other incentive compensation to, any Company Service Provider (including in respect of stock options, restricted stock units, restricted stock or other stock-based or stock-related awards or the removal or modification of any restrictions in any Company Equity Plan or awards made thereunder except for payment of certain Cyclo bonuses), (iii) grant any severance or termination pay to any Company Service Provider, (iv) terminate the employment or engagement of any Company Service Provider other than for cause, (v) hire or engage any new Company Service Provider, or (vi) take any action to accelerate the vesting, funding or payment of any compensation or benefit under any Company Equity Plan (subject to certain exceptions) or other Company Plan or other Contract;

•        terminate or allow to lapse any of the Insurance Policies;

•        waive or release in writing, assign, commence, settle or agree to settle any Legal Proceeding, other than waivers, releases, compromises or settlements described in Cyclo’s Disclosure Schedules and other than waivers, releases, compromises and settlements (i) in the Ordinary Course of Business (ii) that involve only the payment of monetary damages not in excess of $50,000 in the aggregate and (iii) that do not include the imposition of equitable relief on, or the admission of wrongdoing by, Cyclo; or

•        agree or commit to take any of the actions described in clauses above.

Conduct of Business of Rafael

The Merger Agreement provides that, during the Pre-Closing Period, subject to limited exceptions, Rafael shall not:

•        change or amend the Rafael’s Charter or Bylaws, or authorize or propose the same;

•        reclassify, combine split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock in any manner that would have (or would reasonably be expected to have) a material and adverse impact on the value of the Rafael Common Stock, except for repurchases made in the Ordinary Course of Business with respect to of equity awards issued by Rafael; (B) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock except for dividends or other distributions made by any direct or indirect wholly-owned Subsidiary of Rafael to Rafael or one of its other wholly-owned Subsidiaries; or (C) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock or voting securities of, or equity interests in, Rafael or any Rafael Subsidiary or any securities of Rafael or any Rafael Subsidiary convertible into or exchangeable or exercisable for capital stock or voting securities of, or equity interests in, Rafael or any Rafael Subsidiary, or any warrants, calls, options or other rights to acquire any such capital stock, securities or interests, other than the withholding of Rafael Common Stock to satisfy the exercise price and/or Tax obligations with respect to awards granted pursuant to any Rafael Equity Plan;

•        issue, deliver, transfer or sell, or authorize to issue, deliver, transfer or sell, any shares of Rafael Capital Stock or securities convertible into, or subscriptions, rights, calls, conversion rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities, or authorize or propose any change in its equity capitalization or capital structure; provided, however, that the Rafael may issue shares of Rafael Common Stock in connection with the Transactions, in connection with the exercise of options, warrants or other rights to purchase Rafael Capital Stock outstanding as of the date of the Merger Agreement, or pursuant to the Rafael Plans;

•        enter into or adopt any plan or agreement of complete or partial liquidation, restructuring, recapitalization or dissolution, or file a voluntary petition in bankruptcy or commence a voluntary legal procedure for reorganization, arrangement, adjustment, release or composition of Debt in bankruptcy or other similar Laws now or hereafter in effect;

•        handle its payables other than in the ordinary course of business consistent with past practice;

•        acquire another business or restructure, reorganize or completely or partially liquidate, in each case, to the extent that such action would, or would reasonably be expected to, (A) require the financial statements of such acquired Person or business to be incorporated within this joint proxy prospectus under the Securities Act, or (B) otherwise prevent, materially delay or materially impair the consummation of the Merger;

•        take any action where such action would constitute a Rafael Material Adverse Effect under the Merger Agreement which would prevent Rafael from consummating the Merger; and

•        agree or commit to take any of the actions described in clauses above.

Indemnification and Directors’ and Officers’ Insurance

For six years from and after the First Effective Time, Rafael has agreed to cause all rights to indemnification and exculpation by Cyclo existing in favor of those persons who are directors and officers of Cyclo as of, or prior to, the date of the Merger Agreement (collectively “Indemnified Persons”) for their acts and omissions occurring or alleged to have occurred prior to the First Effective Time, as provided in its organizational documents as in effect on the date of the Merger Agreement, to survive the Merger, and for six years from and after the First Effective Time. Rafael will cause the Surviving Entity to fulfill and honor such obligations to the fullest extent of the applicable Law.

Cyclo shall obtain prior to the Closing, and the Surviving Corporation shall cause to be maintained, for a period of not less than six years after the Effective Time, an irrevocable “tail” insurance policy for all persons who are directors and/or officers of Cyclo on the date of the Merger Agreement and who are covered by Cyclo’s directors’ and officers’ insurance immediately prior to the First Effective Time, on terms with respect to the coverage and amounts

not materially less favorable to such insured persons than those of Cyclo’s directors’ and officers’ insurance in effect on the date of the Merger Agreement; provided that in no event will Surviving Entity be required to expend in excess of 150% of the annual premium currently being paid by Cyclo on the date of the Merger Agreement. If such premiums exceed 150%, then Surviving Entity will only be required to obtain the greatest coverage available at the reduced cost.

In the event that Rafael, Cyclo or the Surviving Entity (or any of their respective successors or assigns): (i) consolidates with or merges into any other person and neither Cyclo, Rafael or the Surviving Entity is the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then Rafael will ensure that such surviving corporation or entity or the transferees of such properties or assets will assume the indemnification obligations set forth in the Merger Agreement.

No Solicitation of Acquisition Proposals

The Merger Agreement prohibits Cyclo from soliciting an alternative transaction to the Merger. Under these “non-solicitation” provisions, Cyclo is required to cease immediately and cause to be immediately terminated all soliciting activities, discussions and negotiations and access to nonpublic information with, to or by any person (other than Rafael or Merger Subs) regarding any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal (as defined below). Cyclo must promptly request that each such person in possession of nonpublic information that was furnished by or on behalf of Cyclo in connection with its consideration of any potential Acquisition Proposal return or destroy all such nonpublic information furnished to such person or its representatives and immediately terminate all physical and electronic data room access previously granted to any such person or its representatives.

Additionally, except as permitted by the Merger Agreement, Cyclo shall not, nor shall it authorize or permit any of its representatives to, directly or indirectly:

•        solicit, initiate, or facilitate or knowingly encourage, any inquiries or the making of any proposal, indication of interest or offer that would reasonably be expected to lead to, any Acquisition Proposal;

•        enter into any letter of intent, agreement in principle, acquisition agreement, option agreement or other similar statement of intention or agreement with respect to any Acquisition Proposal; or

•        engage or participate in any discussions or negotiations with, or, with the intent to assist or facilitate such person to make an Acquisition Proposal, furnish any non-public information or access to the business, properties, assets, books or records of Cyclo, or otherwise cooperate in any way with, any person (or any representative of a person) that has made, is seeking to make, has informed Cyclo of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal, in connection with, or for the purpose of knowingly encouraging or facilitating, an Acquisition Proposal.

Before receipt of the Cyclo stockholders’ approval of the Merger, Cyclo and its representatives may, directly or indirectly through any representative, to the extent that the failure to do so would reasonably be expected to be a breach of the fiduciary duties of the Cyclo Board under applicable law, as determined in good faith by the Cyclo Board after consultation with Cyclo’s financial advisors and outside legal counsel, in response to a bona fide written Acquisition Proposal that the Cyclo Board (or a duly formed committee thereof) determines, in good faith, after consultation with Cyclo’s outside legal counsel, is reasonably likely to result in a Superior Proposal (as defined below) and that was not solicited by Cyclo and that did not otherwise result from a material breach of the Merger Agreement, and subject to compliance in all material respects with the Merger Agreement:

•        participate in discussions and negotiations (including solicitation of a revised Acquisition Proposal) with such person and its representatives regarding any Acquisition Proposal; and

•        furnish to such person and its representatives (including its potential financing sources) any information (including non-public information) related to Cyclo, and provide access to Cyclo’s assets, properties, and business facilities.

Prior to engaging in any such discussions or negotiations with such person, Cyclo shall enter into an acceptable confidentiality agreement with such person in respect of such Acquisition Proposal. Cyclo shall provide to Rafael copies of all nonpublic information (to the extent that such nonpublic information has not been previously provided

or made available) that is made available to any such person before or substantially concurrently with the time it is provided or made available to such person. Cyclo shall not furnish any nonpublic information or participate in any discussions or negotiations with any person unless Cyclo notifies Rafael in writing of its intention to take such action, promptly after the Cyclo Board resolves to take such action, which notice shall include the identity of such person, a true and complete copy of the most current version of any applicable unsolicited request or Acquisition Proposal (including any proposed agreement or other offer documents) and a true and complete copy of such acceptable confidentiality agreement.

An “Acquisition Proposal” means any proposal or offer from any person (other than Rafael and its Affiliates) or “group,” within the meaning of Section 13(d) of the Exchange Act, concerning (a) the acquisition, purchase, lease or license of assets of Cyclo or its subsidiaries equal to twenty percent (20%) or more of the Cyclo’s assets or consolidated revenues or earnings are attributable, (b) issuance by the Cyclo or acquisition of twenty percent (20%) or more of the outstanding shares of common stock or voting interests of Cyclo, (c) the tender offer or exchange offer that if consummated would result in any person or group owning twenty percent (20%) or more of the outstanding shares of common stock or voting interests of Cyclo, or (d) the merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Cyclo that, if consummated, would result in (x) any person or group owning twenty percent (20%) or more of the outstanding shares of common stock or voting power of the resulting direct or indirect parent of Cyclo or the surviving entity in such transaction or (y) the Cyclo stockholders immediately preceding such transaction holding less than eighty percent (80%) of the shares of common stock or voting interests in the direct or indirect parent of Cyclo or the surviving entity in such transaction.

A “Superior Proposal” means a bona fide written Acquisition Proposal (except that references in the definition of “Acquisition Proposal” to “20% or more” shall be replaced by “30% or more”), on its most recently amended or modified terms, if amended or modified, for which the Cyclo Board determines in good faith (after consultation with outside legal counsel and its financial advisor) to be (i) more favorable to the holders of shares of Cyclo Common Stock than the transactions contemplated by the Merger Agreement (taking into account all financial, legal, regulatory and other aspects thereof, and taking into account all the terms and conditions of such proposal and the Merger Agreement (including any changes to the terms of the Merger Agreement proposed by Rafael in response to such proposal to the extent in a form that could be accepted)) and (ii) reasonably expected to be completed, taking into account all financial, legal, regulatory and other aspects of such proposal.

Change of Recommendation

Cyclo agreed that the Cyclo Board would recommend that the Cyclo stockholders vote in favor of the Merger Agreement and the Merger. Except as described below, the Cyclo Board shall not:

•        fail to make, withdraw, or modify in a manner adverse to Rafael or Merger Subs, or propose publicly to fail to make, withdraw or modify in a manner adverse to Cyclo or Merger Subs, the approval or recommendation by the Cyclo Board of the Merger Agreement or the Merger (it being understood that taking a neutral position or no position with respect to any Acquisition Proposal shall be considered an amendment or adverse modification);

•        approve, adopt, endorse, recommend, or otherwise declare advisable (or publicly propose to approve, adopt, endorse, recommend, or otherwise declare advisable) an Acquisition Proposal;

•        (i) fail to publicly recommend against any Acquisition Proposal within 10 business days after such Acquisition Proposal is made public (or such fewer number of days as remains prior to the Cyclo special meeting so long as such Acquisition Proposal is made at least five business days prior to the Cyclo special meeting), or (ii) fail to reaffirm the Cyclo Board’s recommendation within 10 business days after any written request by Rafael to do so after an Acquisition Proposal shall have been publicly announced or shall have become publicly known (or such fewer number of days as remains prior to the Cyclo special meeting so long as such request is made at least three business days prior to the Cyclo special meeting), it being understood and agreed that, other than requests for reaffirmation made by Rafael within two business days of the date that an Acquisition Proposal first becomes public, Rafael shall be entitled to request a reaffirmation of the Cyclo Board’s recommendation on a maximum of two occasions; or

•        authorize any of, or resolve, commit, or agree to take any of, the foregoing actions (any of the foregoing a “Cyclo Board Recommendation Change”).

At any time prior to receipt of the approval of the Cyclo stockholders, if Cyclo has complied with all of its obligations in all material respects under the Merger Agreement, and the Cyclo Board receives a Superior Proposal, and as a result thereof the Cyclo Board determines in good faith, after consulting with outside legal counsel, that the failure to do so would be inconsistent with the Cyclo Board’s fiduciary duties under applicable law, then the Cyclo Board may make a Cyclo Board Recommendation Change. Notwithstanding the foregoing, the Cyclo Board shall not make a Cyclo Board Recommendation Change or approve or recommend any Superior Proposal unless:

•        Cyclo notifies Rafael in writing of its intention to take such action, promptly after the Cyclo Board resolves to take such action but in any event not less than three business days before taking such action, which notice shall include, in the case of a Superior Proposal, the identity of the offeror and a true and complete copy of the most current version of such Superior Proposal (including any proposed agreement or other offer documents);

•        for five business days following delivery of such notice, Cyclo negotiates in good faith with Rafael with respect to any revised proposal from Rafael in respect of the terms of the transactions contemplated by the Merger Agreement (to the extent Rafael desires to negotiate); and

•        if the proposed Cyclo Board Recommendation Change is in response to a Superior Proposal, Rafael does not make, within such three business day period, an offer (not subsequently withdrawn) that causes the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as determined by the Cyclo Board in good faith after consulting with Cyclo’s financial advisor and outside legal counsel, as such Superior Proposal (it being understood that any (i) amendment to the financial terms or (ii) material amendment to the other material terms of any such Superior Proposal shall require a new written notice from Cyclo and an additional two business day period).

Special Meetings

The Merger Agreement requires each of Rafael and Cyclo, as promptly as practicable following effectiveness of the Registration Statement, to cause the joint proxy statement/prospectus to be mailed to the respective stockholders. Each party will, as soon as practicable, duly call, give notice of, convene, and hold a meeting of its stockholders. Except as described under “The Merger Agreement — Change of Recommendation,” Cyclo will recommend that its stockholders approve the Merger Agreement and will use reasonable best efforts to solicit proxies in favor of the adoption of the Merger Agreement and approval of the Merger. Rafael will recommend that its stockholders approve the issuance of the Class B Common Stock and will use reasonable best efforts to solicit proxies in favor of the share issuance.

Reasonable Best Efforts

Each of the parties agreed to use reasonable best efforts (subject to, and in accordance with, applicable law) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties to the Merger Agreement in doing, all things reasonably necessary, proper, or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Merger Agreement.

Access to Information

Cyclo shall afford to Rafael and its representatives, reasonable access during normal business hours prior to the First Effective Time to all of its personnel, facilities, properties, existing books, contracts, and records, Tax Returns, Plans, work papers and other documents and information relating to Cyclo for the purpose of enable Rafael to verify the accuracy of Cyclo’s representations and warranties in the Merger Agreement or as Rafael may otherwise reasonably request, and during such period, Cyclo shall furnish promptly to Rafael (i) all reasonably requested information regarding Cyclo’s business, including copies of the existing books, records, contracts, Tax Returns, Plans, work papers and other documents as Rafael may reasonably request; provided, however, that such access does not, among other things, unduly and materially interfere with the normal operations of Cyclo.

Cyclo is not required to disclose any information, that in its reasonable judgment would:

•        waive any attorney-client privilege with respect to such information (provided, that each party shall use all reasonable efforts, such as the entry into a joint defense agreement, to permit such access or disclosure without the loss of such privilege); or

•        contravene any applicable Law or binding agreement entered into prior to the date of the Merger Agreement (so long as Cyclo uses it commercially reasonable efforts to make substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty).

Publicity

Rafael and Merger Subs, on the one hand, and Cyclo, on the other hand, have agreed that no public release, statement, announcement or other disclosure concerning the Merger and the transactions contemplated by the Merger Agreement will be made without the prior written consent of the other party, except (i) to the extent required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange, (ii) in connection with any public statement, as determined by the Cyclo Board and made in compliance with the Merger Agreement regarding an Acquisition Proposal or Cyclo Board Recommendation Change, or (iii) in connection with a dispute between the Parties related to the Merger Agreement or Merger transaction.

Certain Tax Matters

Each of Rafael, Merger Subs and Cyclo has agreed to take and not take certain actions with respect to certain tax matters and to use reasonable best efforts to avoid taking any action which could reasonably be expected to prevent the Merger from qualifying as a “reorganization” under the Section 368 (a) of the Code.

Certain Additional Covenants

The Merger Agreement contains certain other covenants, including covenants relating to cooperation in the preparation of this joint proxy statement/prospectus, other filings to be made with the SEC and other governmental filings, obtaining consents, and cooperation with respect to transaction related litigation. Rafael and Cyclo have further agreed to the following additional covenants and agreements in the Merger Agreement, among others:

•        prior to the Closing Date, Rafael shall use its reasonable efforts to cause the shares of Rafael Class B Common Stock issuable and required to be reserved for issuance, in connection with the Merger as well as the Rafael Public Warrants to be issued in exchange for the Cyclo Public Warrants and the shares of Rafael Class B Common Stock issuable upon exercise thereof, to be approved for listing on the New York Stock Exchange, subject to official notice of issuance;

•        to the extent requested by Rafael, Cyclo shall use its reasonable best efforts to cause the Cyclo Common Stock to be delisted from Nasdaq and deregistered under the Exchange Act, as promptly as practicable after the Second Effective Time;

•        effective at the Closing, Markus W. Sieger shall be appointed to the Board of Directors of Rafael and William Conkling as director of the Surviving Entity and Scott M. Fine, Joshua M. Fine, Jeffrey L. Tate and Michael Lisjak shall be appointed as the officers of the Surviving Entity;

•        Cyclo and the Cyclo Board, to the extent necessary, shall, prior to or as of the Closing, take all such actions as may be considered necessary or advisable to cause the transactions and any other dispositions of equity securities of Cyclo (including the shares of Cyclo Common Stock and Cyclo equity awards) in connection with the transactions contemplated by the Merger Agreement by any individual who (i) is a director or officer of Cyclo or (ii) at the Effective Time will become a director or officer of Rafael or the Surviving Entity, in each case, to be exempt under Rule 16b-3 promulgated under the Exchange Act;

•        if any antitakeover or similar statute or regulation is or may become applicable to the transactions, Rafael, Cyclo and the Rafael Board and Cyclo Board, respectively, shall (i) grant such approvals and take all such actions as are necessary so that the transactions may be consummated as promptly as practicable on the terms contemplated hereby and (ii) otherwise act to eliminate or minimize the effects of any such statute or regulation on the transactions;

•        Cyclo shall cause each of its directors to resign in such capacity effective as of the First Effective Time;

•        not less than four but no more than seven days prior to the Closing Date, Rafael shall deliver to Cyclo its good faith calculation of the Rafael Total Net Cash Amount as of the Closing Date;

•        Rafael has agreed to fund Cyclo through the earlier of the Closing or termination of the Merger Agreement in such amounts as may be necessary for Cyclo to operate its business and pay its debts and obligations as they become due, provided Cyclo is being operated in accordance with the terms of the Merger Agreement and is not in active discussions regarding an Acquisition Proposal;

•        following the Closing, Rafael shall fund the Surviving Entity in such amount as reflected in Cyclo’s financial forecast previously delivered to Rafael and as may be necessary for Cyclo to complete the 48-week interim analysis on patient data derived from the Phase III Pivotal Trial of Neiman Pic, up to a maximum amount, when added to the pre-Closing debt funding of $25 million.

Conditions to the Completion of the Merger

The obligations of Rafael and Cyclo to consummate the Merger are subject to the satisfaction or waiver of each of the following conditions:

•        the Cyclo stockholder approval of the adoption of the Merger Agreement and consummation of the transactions contemplated thereby, including the Merger, shall have been obtained;

•        the required approval of Rafael’s stockholders of the issuance of shares of Class B Common Stock in connection with the Merger and such other proposals as may be required to effect the transactions contemplated by the Merger Agreement, shall have been obtained;

•        no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect;

•        the shares of Rafael Class B Common Stock issuable, and required to be reserved for issuance, in connection with the Merger, and the Rafael Public Warrants and the Rafael Class B Common Stock underlying the Rafael Public Warrants shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance;

•        the Registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or actions by a Governmental Body seeking a stop order;

•        certain representations and warranties of Cyclo regarding organization, qualification, subsidiaries, capitalization, authority relative to the Merger Agreement, execution, enforceability, absence of certain changes or events, absence of litigation and brokers shall be true and correct in all material respects (except, in the case of representations and warranties regarding capitalization, for de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date as though made on the Closing Date (except to the extent any such representation and warranty is expressly made as of another date, in which case on and as of such other date);

•        each other representation and warranty of Cyclo shall be true and correct as of the date of the Merger Agreement and as of the Closing Date as though made on the Closing Date (except to the extent that any such representation and warranty is expressly made as of another date, in which case as of such other date), except for any failure of any such representation and warranty to be so true and correct (without giving effect to any qualification by materiality or Cyclo Material Adverse Effect contained therein) that would not, individually, or in the aggregate, reasonably be expected to have a Cyclo Material Adverse Effect;

•        certain representations and warranties of Rafael regarding organization, standing and power, capitalization, authority relative to the Merger Agreement, execution, enforceability, absence of certain changes or events, and brokers shall be true and correct in all material respects (except, in the case of representations and warranties regarding capitalization, for de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date as though made on the Closing Date (except to the extent any such representation and warranty is expressly made as of another date, in which case on and as of such other date);

•        each other representation and warranty of Rafael shall be true and correct as of the date of the Merger Agreement and as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty is expressly made as of another date, in which case as of such other date, except for any failure of any such representation and warranty to be so true and correct (without giving effect to any qualification by materiality or Rafael Material Adverse Effect contained therein) that would not have a Rafael Material Adverse Effect;

•        the other party shall have performed, in all material respects, all obligations required to be performed by it under the Merger Agreement at or before the Closing Date; and

•        since the date of the Merger Agreement, there shall not have been any material adverse effect that is continuing.

Rafael and Cyclo may waive conditions to completion of the Merger only to the extent legally permissible. In the event that either Rafael or Cyclo determines to waive any condition to the Merger and such waiver necessitates the recirculation of this joint proxy statement/prospectus and resolicitation of proxies under applicable law, Rafael and Cyclo will recirculate this joint proxy statement/prospectus and resolicit proxies from Rafael and Cyclo stockholders.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time before the Fist Effective Time, whether before or after receipt of the required stockholder votes by mutual written consent of Rafael, Merger Subs and Cyclo.

Alternatively, either Rafael or Cyclo may terminate the Merger Agreement under the following circumstances:

•        if the Merger is not consummated on or before February 15, 2025, provided, however, that no such termination may be made if the failure to close by February 15, 2025, shall be caused by the action or inaction of the party seeking to terminate the Merger Agreement and such action or inaction is a material breach by such party of its obligations under the Merger Agreement;

•        if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, in each case, having the effect of permanently restraining, enjoining or otherwise prohibiting or making illegal the Merger; except that such right to terminate the Merger Agreement shall not be available to any party that has failed to use its commercially reasonable efforts to have such order, decree or ruling vacated prior to its becoming final and non-appealable and such failure to use commercially reasonable efforts constitutes a breach of the Merger Agreement;

•        by Rafael, if, upon a vote at a duly held meeting to obtain the requisite approval of the Rafael stockholders, such approval is not obtained, except that such right to terminate the Merger Agreement will not be available to Rafael if Rafael’s action or failure to act (which action or failure to act constitutes a breach by Rafael) has been the cause of, or resulted in, the failure to obtain the requisite approval of the Rafael stockholders; or

•        by Cyclo, if, upon a vote at a duly held meeting to obtain the requisite approval of the Cyclo stockholders, such approval is not obtained, except that such right to terminate the Merger Agreement shall not be available to Cyclo if Cyclo’s action or failure to act (which action or failure to act constitutes a breach by Cyclo) has been the cause of, or resulted in, the failure to obtain the requisite approval of the Cyclo stockholders.

The Merger Agreement may be terminated by Rafael under the following circumstances:

•        if Cyclo breaches or fails to perform any of its representations, warranties or covenants, which breach or failure to perform would give rise to a failure of certain conditions of the Merger Agreement and cannot be or has not been cured within 30 days after giving written notice to Cyclo of such breach, provided, that Rafael shall not be permitted to so terminate at any time during which Rafael is in breach of the Merger Agreement and Cyclo has the right to terminate the Merger Agreement; or

•        if Cyclo’s Board makes a Company Adverse Change Recommendation.

Cyclo may terminate the Merger Agreement (i) if Rafael or Merger Subs breach or fail to perform any of their respective representations, warranties or covenants, which breach or failure to perform would give rise to a failure of certain conditions of the Merger Agreement that cannot be or has not been cured within 30 days after giving written notice to Rafael of such breach, provided, that Cyclo shall not be permitted to so terminate at any time during which Rafael is in breach of the Merger Agreement and Rafael has the right to terminate the Merger Agreement, or (ii) in the event Cyclo receives a written Acquisition Proposal and the Cyclo Board determines, after consultation with its financial advisors and outside counsel, that such Acquisition Proposal is a Superior Proposal.

Termination Fees

Cyclo will pay to Rafael a termination fee of $400,000 (the “Termination Fee”) if the Merger Agreement is terminated by Rafael in the event that the Cyclo Board makes a Company Adverse Change Recommendation. In addition, if the Merger Agreement is terminated by Rafael or Cyclo due to the other Parties failure to perform any of its respective representations, warranties or covenants, the terminating party shall be entitled to reimbursement of their reasonable documented out of pocket expenses, including all fees and expenses of counsel, financial advisers and accountants, actually incurred in connection with the Merger, in an amount not to exceed $250,000.

Amendment and Waiver

Subject to applicable law and subject to the other provisions of the Merger Agreement, the Merger Agreement may be amended by the parties thereto by execution of an instrument in writing signed on behalf of each of Rafael, Merger Subs and Cyclo; provided, however, that after receipt of the requisite stockholder votes, there shall be made no amendment that by law requires further approval by the stockholders of Rafael or Cyclo, as the case may be, without the further approval of such stockholders. The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

The failure of any party to the Merger Agreement to assert any of its rights under the Merger Agreement or otherwise shall not constitute a waiver of such rights. For any matter under the Merger Agreement requiring the consent or approval of any Party, such consent or approval shall be valid and binding on a Party thereto only if such consent or approval is delivered in an instrument in writing signed on behalf of such Party.

Assignment

Neither the Merger Agreement nor any of the rights, interests or obligations under the Merger Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment without such consent shall be void and of no effect (except that Rafael may assign its rights, and delegate its obligations, under the Merger Agreement to an Affiliate without the prior written consent of Cyclo, so long as Rafael remains bound to the Merger Agreement and liable for its obligations thereunder).

No Third-Party Beneficiaries

Except for Rafael’s indemnification of directors or officers of Cyclo, and the rights of Cyclo’s stockholders as of immediately prior to the First Effective Time to enforce their rights to receive the consideration pursuant to the Merger Agreement, the Merger Agreement is not intended to confer upon any person other than the Parties to the Merger Agreement any rights or remedies.

Governing Law; Jurisdiction; Specific Performance

The Merger Agreement is governed by and will be construed in accordance with the laws of the State of Nevada.

Each Party (i) agrees to submit itself to the exclusive personal jurisdiction and venue of any Nevada state court or any federal court located in the State of Nevada in the event any dispute arises out of the Merger Agreement or any related agreement or transaction, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) waives any right to trial by jury with respect to any action related to or arising out of the Merger Agreement or other related agreements.

Description of the Support Agreement, Voting Agreements and Lock-Up Agreements

The following is a summary of the material terms and conditions of the Support Agreement, the Voting Agreements and the Lock-Up Agreements. This summary may not contain all of the information about such agreements that is important to you. This summary is qualified by reference to the complete text of the Form of Support Agreement, Form of Voting Agreement and Form of Lock-Up Agreement, which are attached as Annexes C, D, and B, respectively to, and incorporated by reference into, this joint proxy statement/prospectus. You are encouraged to read the full text of the agreements.

Concurrently with the execution of the Merger Agreement on August 21, 2024, certain key affiliates of both Holdings and Cyclo entered into binding commitments to support the Merger. The Support Agreement was executed by Howard Jonas who holds voting control over 51.4% of the aggregate voting power of all outstanding shares of Rafael Capital Stock, and the Voting Agreements were executed by certain directors and officers and other related parties of Cyclo, including Rafael who hold in the aggregate voting power over approximately 43.2% of the total outstanding Cyclo Common Stock as of November 20, 2024.

Support Agreement

Pursuant to the Support Agreement, Howard Jonas, the principal stockholder of Rafael, agreed during the term of the Support Agreement to, among other things and upon the terms and conditions therein, vote or cause to be voted all of his respective (directly or indirectly held or otherwise beneficially owned) shares: (i) to appear at each such meeting in person or by proxy or otherwise cause the Rafael Capital Stock over which Holder exercises voting control and is entitled to vote on the relevant matters (the “Owned Rafael Securities”) to be counted as present thereat for purposes of establishing a quorum; and (ii) to vote in person or by proxy or otherwise cause the Owned Rafael Securities to be voted (A) to approve the issuance of the Parent Class B Common Stock to the stockholders of Cyclo as contemplated by the Merger Agreement, as and when submitted for the consideration and vote of the stockholders of Rafael (not including any amendment or supplement), (B) against any action that would reasonably be expected to result in any of the conditions set forth in Section 6, Section 7 or Section 8 of the Merger Agreement not being satisfied, and (C) against any other action that is intended or reasonably expected to materially impair, prevent or delay the Merger.

The Support Agreement automatically terminates upon the termination of the Merger Agreement in accordance with its terms.

Voting Agreements

Pursuant to the Voting Agreements, certain directors and officers and other related parties of Cyclo including Rafael agreed that: (i) at any meeting of the stockholders of Rafael called to seek the Required Company Stockholder Vote or in any other circumstances upon which a vote, consent or other approval of the stockholder with respect to the Merger Agreement or any of the other transactions contemplated by the Merger Agreement is sought, the stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by Rafael, its Subject Shares in favor of granting the Cyclo Stockholder Approval, and any other actions presented to the stockholders of Cyclo as necessary or desirable in connection with the Cyclo Stockholder Approval and the Merger Agreement or any of the other transactions contemplated by the Merger Agreement; and (ii) at any meeting of the stockholders of Cyclo or in any other circumstances upon which a vote, consent or other approval of the stockholder is sought, the stockholder shall cause its Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote, or cause to be voted, including by executing a written consent if requested by Cyclo, its Subject Shares against (A) any action, agreement or proposal made in opposition to or in competition with the consummation of the transactions contemplated by the Merger Agreement, (B) any action, agreement or proposal involving Cyclo or any of its subsidiaries that would reasonably be expected to result in a breach of any covenant, representation or warranty of Cyclo under the Merger Agreement and (C) any amendment of the certificate of incorporation or bylaws of Cyclo or any other action, agreement or proposal involving Cyclo or any of its subsidiaries that would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the capital stock of Cyclo.

The Voting Agreement also prohibits the holders signatory thereto from transferring their interests in Rafael subject to the applicable Voting Agreement, except under certain limited circumstances described in the Voting Agreement.

The Voting Agreements automatically terminate upon the earliest to occur of (i) the First Effective Time, (ii) the date of termination of the Merger Agreement pursuant to Article 9 thereof, (iii) such date and time as there is any amendment of any term or provision of the Merger Agreement that reduces the Exchange Ratio or changes the form of consideration payable to the stockholders of Cyclo, (iv) the End Date, (v) such date and time as the mutual written agreement of the stockholder and Rafael is effective, and (vi) such date and time that the Cyclo Stockholder Approval has been obtained.

Lock-Up Agreements

Concurrently with the execution of the Merger Agreement on August 21, 2024, certain key affiliates of Cyclo entered into Lock-Up Agreements. The Lock-Up Agreements provide that the Rafael Class B Common Stock to be received by the holder pursuant to the Merger Agreement, the Rafael Class B Common Stock issued upon the exercise of Rafael Options and the Rafael Class B Common Stock and the Rafael Class A Common Stock held by the holder or its Affiliates as of the date of the Lock-Up Agreement shall become subject to limitations on disposition as set forth therein, including that the holders shall not be able to transfer such Rafael Common Stock during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which Rafael completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Rafael’s stockholders having the right to exchange their Rafael Class B Common Stock for cash, securities or other property.

COMPARATIVE PER SHARE MARKET PRICE DATA

Rafael Class B Common Stock trades on the NYSE under the symbol “RFL.” Cyclo Common Stock trades on the Nasdaq under the symbol “CYTH.”

The following table sets forth the high, low and closing prices for Rafael Class B Common Stock and Cyclo Common Stock as reported on the NYSE and Nasdaq, respectively, on August 21, 2024, the last trading day before Rafael and Cyclo announced the Merger, and January [•], 2025, the last practicable trading day prior to the mailing of this joint proxy statement/prospectus.

The above table shows only historical comparisons. These comparisons may not provide meaningful information to Cyclo stockholders in determining whether to approve the Merger Agreement. Cyclo stockholders are urged to obtain current market quotations for Rafael Class B Common Stock and Cyclo Common Stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference into this joint proxy statement/prospectus, when considering whether to approve the Merger. See “Where You Can Find Additional Information” beginning on page 138 of this joint proxy statement/prospectus.

Neither Rafael nor Cyclo has ever paid a dividend with respect to the shares of Rafael Class B Common Stock or Cyclo Common Stock, respectively.

DESCRIPTION OF RAFAEL CAPITAL STOCK

Rafael’s authorized capital stock consists of (i) 35 million shares of Rafael Class A Common Stock, (ii) 200 million shares of Rafael Class B Common Stock, and (iii) 10 million shares of Preferred Stock.

The following description of Rafael’s classes of authorized stock does not purport to be complete and is subject to and qualified in its entirety by reference to its charter and bylaws, copies of which are filed as exhibits to Rafael’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023, filed with the SEC on October 30, 2023.

Rafael Class A Common Stock

Holders of shares of Rafael Class A Common Stock are entitled to three votes for each share on all matters to be voted on by the stockholders. Holders of Rafael Class A Common Stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor. Each share of Rafael Class A Common Stock may be converted, at any time and at the option of the holder, and automatically converts upon transfers to unaffiliated parties, into one fully paid and non-assessable share of Rafael Class B Common Stock.

As of November 20, 2024, there were 787,163 shares of Rafael Class A Common Stock outstanding.

Rafael Class B Common Stock

Holders of shares of Rafael Class B Common Stock are entitled to one tenth of one vote for each share on all matters to be voted on by the stockholders. Holders of Rafael Class B Common Stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefor.

As of November 20, 2024, there were 23,886,987 shares of Rafael Class B Common Stock outstanding.

Preferred Stock

The Rafael Board has the authority to fix the price, rights, preferences, privileges and restrictions, including voting rights, of its preferred stock without any further vote or action by the stockholders.

As of November 20, 2024, there were no shares of preferred stock outstanding.

Rafael Public Warrants

Upon the closing of the Merger, unless otherwise specified, all outstanding Cyclo warrants (excluding those held by Rafael, which will be cancelled) will automatically convert into Rafael warrants to purchase shares of Rafael Class B Common Stock. The adjusted exercise price for these Rafael warrants will be based on the Exchange Ratio, which values each share of Cyclo Common Stock at $0.95. This Exchange Ratio takes into consideration the combined value of Rafael’s cash, cash equivalents, marketable securities, real estate, and certain other financial holdings, plus amounts loaned by Rafael to Cyclo between the signing of the term sheet and the closing of the Merger, less specific current liabilities of Rafael. Certain Cyclo warrants representing 5,498,914 Cyclo warrant shares have the right to elect to receive cash payment in an amount equal to the Black Scholes Value of the unexercised portion of their warrants on the date of consummation of the Merger in lieu of receiving warrants to purchase Rafael Class B Common Stock.

Holders of Cyclo Public Warrants that are publicly traded will receive Rafael Public Warrants to purchase Rafael Class B Common Stock. Rafael is registering the Rafael Public Warrants and the shares of Rafael Class B Common Stock issuable on exercise of the Rafael Public Warrants under the Registration Statement.

The Rafael Public Warrants will allow the holders to purchase shares of Rafael Class B Common Stock at a specified exercise price. The Rafael Public Warrants will generally be exercisable at any time after the date they become eligible for exercise and will expire on the fifth anniversary of their issuance. The terms and conditions related to the Rafael Public Warrants, including the adjustment provisions and exercise mechanics, are outlined in detail in the form of Warrant Agreement, which is filed as an exhibit to the Registration Statement.

COMPARISON OF THE RIGHTS OF HOLDERS OF RAFAEL COMMON STOCK AND Cyclo Common Stock

Rafael and Cyclo are incorporated under the laws of different states. Rafael is a Delaware corporation and the rights of Rafael stockholders are governed by the DGCL. Cyclo is a Nevada corporation and the rights of Cyclo stockholders are governed by the Nevada Business Corporation Act (“NBCA”). Cyclo stockholders’ rights are also governed by Cyclo’s Articles of Incorporation and Bylaws. If the transaction is completed, the rights of Cyclo stockholders who become Rafael stockholders will be governed by the Rafael Charter and Rafael Bylaws.

Differences in rights of holders of Rafael and Cyclo capital stock arise from differences between organizational documents and bylaws. As holders of Rafael Class B Common Stock, your rights with respect thereto will be governed by Delaware law, including the DGCL, as well as Rafael’s constituent documents. This section summarizes material differences between the rights of Rafael and Cyclo stockholders. This summary does not purport to be a complete statement of all the differences, or a complete description of the specific provisions referred to. Further, the identification of specific differences is not intended to indicate that other equally or more significant differences do not exist. Rafael and Cyclo stockholders should carefully read the relevant provisions of the Rafael Charter, the Rafael Bylaws, the Cyclo Charter, the Cyclo bylaws and the DGCL. Copies of the documents referred to in this summary may be obtained as described under “Where You Can Find More Information.”

PRINCIPAL STOCKHOLDERS OF CYCLO

The following table sets forth certain information with respect to the beneficial ownership of Cyclo Common Stock as of January [•], 2025, based on 28,950,930 shares of Cyclo Common Stock outstanding as of such date, by:

•        each person, or group of affiliated persons, known to beneficially own more than 5% of the outstanding Cyclo Common Stock;

•        each of Cyclo’s named executive officers;

•        each of Cyclo’s directors; and

•        all of Cyclo’s executive officers and directors as a group.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of more than 5% of the Cyclo Common Stock. Cyclo has determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of Cyclo Common Stock issuable pursuant to the exercise of options and warrants if such instruments are exercisable within sixty (60) days of the effective date of the disclosure. These shares are deemed to be outstanding and beneficially owned by the person holding those options and warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

____________

*        Less than one percent.

(1)      Unless otherwise indicated, the business address of each officer and director of Cyclo is c/o Cyclo Therapeutics, Inc., 6714 NW 16th Street, Suite B, Gainesville, Florida 32653.

(2)      Includes for the persons listed below the following shares of Cyclo Common Stock subject to options held by such persons that are currently exercisable or become exercisable within 60 days of January [•], 2025:

(3)      Includes for the persons listed below the following shares of Cyclo Common Stock subject to warrants held by such persons that are currently exercisable:

(4)      As reported by Rafael in Amendment No. 2 to its Schedule 13D filed with the SEC on October 24, 2023. As the Chief Executive Officer of Rafael, Mr. Conkling may be deemed to have voting and dispositive power over the shares Cyclo Common Stock owned by Rafael and may be deemed to own such shares of Cyclo Common Stock. Mr. Conkling disclaims beneficial ownership of the securities held by Rafael and beneficially owns 50,230 shares of Cyclo Common Stock and vested options to purchase 18,373 shares of Cyclo Common Stock. Includes currently exercisable warrants to purchase 6,766,467 shares of Cyclo Common Stock.

(5)      As reported by Armistice Capital Master Fund Ltd. (“Armistice”) in Amendment No. 2 to its Schedule 13G filed with the SEC on February 14, 2024. These shares held by Armistice are subject to a 4.99% blocker provision.

These interests are described in further detail in “Risk Factors — Executive officers and directors of Cyclo may have interests in the Merger that are different from, or in addition to, the rights of its stockholders.” beginning on page 11 of this joint proxy statement/prospectus.

PRINCIPAL STOCKHOLDERS OF RAFAEL

The following table sets forth certain information regarding the beneficial ownership of the Rafael Class A Common Stock and Rafael Class B Common Stock by (i) each person known by Rafael to be the beneficial owner of more than 5% of the outstanding shares of Rafael Class A Common Stock and Rafael Class B Common Stock, (ii) each of Rafael’s directors and executive officers, and (iii) all directors and executive officers of Rafael as a group. Unless otherwise noted in the footnotes to the table, to the best of Rafael’s knowledge, the persons named in the table have sole voting and investing power with respect to all shares indicated as being beneficially owned by them and, except as otherwise noted, the address of the referenced individual is c/o Rafael Holdings, Inc., 520 Broad Street, Newark, New Jersey 07102.

Unless otherwise noted, the security ownership information provided below is given as of the close of business on November 15, 2024, and all shares are owned directly. Percentage ownership information is based on the following number of outstanding shares: 787,163 shares of Rafael Class A Common Stock and 23,886,987 shares of Rafael Class B Common Stock. The number of shares of Rafael Class B Common Stock reported assume the conversion of all 787,163 currently outstanding shares of Rafael Class A Common Stock into shares of Rafael Class B Common Stock.

____________

*        Less than 1%.

δ       Voting power represents combined voting power of Class A Common Stock (three votes per share) and Class B Common Stock (one-tenth of one vote per share). Excludes stock options.

(1)      The shares are held by Rafael A Partners, L.P. Howard S. Jonas is the sole manager of the sole general partner of the limited partnership and, therefore, has sole voting and dispositive power over the shares of Class A common stock held by the limited partnership.

(2)      Consists of (i) 39,754 shares of Class B Common Stock, (ii) 119,262 restricted shares of Class B Common Stock that vest as follows: 39,754 on each of December 13, 2024, March 13, 2025 and June 13, 2025, (iii) 98,820 shares of Class B Common Stock held by the Jonas Foundation; and (iv) 563,538 shares of Rafael Class B Common Stock held by the Debbie Y. Jonas 2018 Dynasty Trust. The foregoing does not include (I) 3,000 shares of Class B Common Stock held by the Howard S. and Deborah Jonas Foundation, Inc., as Howard S. Jonas does not beneficially own these shares, (II) an aggregate of 5,265,049 shares of Class B Common Stock beneficially owned by trusts for the benefit of the children of Howard S. Jonas, as Howard S. Jonas does not hold or share voting or investment control over these shares, (III) 80,000 shares of the Company’s Class B Common Stock held by the 2012 Jonas Family, LLC (Howard S. Jonas is a minority equity holder of such entity), and (IV) 3,225,806 shares of Class B Common Stock held by I9 Plus, LLC, which is owned by trust for the benefit of Howard S. Jonas’ children, and managed by Howard S. Jonas’ immediate family member.

(3)      Owned by trusts for the benefit of Howard S. Jonas’ children, and managed by Howard S. Jonas’ immediate family member.

(4)      Consists of (i) 279,704 shares of Class B Common Stock and (ii) 224,918 restricted shares of Class B Common Stock that vest as follows: 38,983 quarterly, December 21, 2024, through September 21, 2025, 38,986 shares on December 21, 2025 and 10,000 shares on each of October 25, 2025, October 25, 2026 and October 25, 2027.

(5)      Consists currently exercisable options or options exercisable within the next sixty days to purchase shares of Rafael Class B Common Stock.

(6)      Consists of 1,600 shares of Rafael Class B Common Stock held directly and 1,600 shares of Rafael Class B Common Stock held by the Susan Bernstein A/C/F Zack Fredrich Bernstein U/NY/UGMA.

(7)      Consists of the shares set forth above with respect to the Named Executive Officers and directors, and the following shares of Class B Common Stock beneficially owned by the chief financial officer of the Company: (i) 57,920 shares of Class B Common Stock; (ii) 90,000 restricted shares of Class B Common Stock that vest as follows: 6,250 on each of December 21, 2024, March 21, 2025, June 21, 2025 and September 21, 2025; 3,750 on September 23, 2025; 6,250 on each of December 21, 2025, March 21, 2025, June 21, 2026, September 21, 2026, December 21, 2026; and 10,000 shares on each of October 25, 2025, October 25, 2026 and October 25, 2027; and (iii) currently exercisable options and option exercisable within the next sixty days to purchase an aggregate of 62,500 shares of Class B Common Stock.

Estimated Ownership Percentage Post-Merger for Cyclo Officers, Directors and 5% Stockholders

The following table provides the projected ownership percentages of Rafael Class B Common Stock post-Merger by officers, directors and 5% stockholders of Cyclo, derived from the pre-Merger beneficial ownership of Cyclo Common Stock held by such parties and an assumed Exchange Ratio of 0.3202. The below estimated ownership percentages were calculated using a denominator that includes both the currently issued and outstanding shares of Rafael Class B Common Stock, in addition to the 6,364,627 shares of Rafael Class B Common Stock being registered as part of this Registration Statement.

____________

*        Less than 1%.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

Material U.S. Federal Income Tax Consequences of the Merger

The following general discussion outlines the material U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) who exchange their Cyclo Common Stock for Rafael Class B Common Stock in the Merger. This discussion does not purport to be a comprehensive analysis of all potential tax consequences to such a U.S. Holder. The effects of other U.S. federal tax laws, such as estate and gift tax laws, as well as any applicable state, local, or non-U.S. tax laws, are not addressed herein. This discussion is based on the Internal Revenue Code (“Code”), Treasury Regulations promulgated thereunder, judicial decisions, published rulings, and administrative pronouncements of the Internal Revenue Service (“IRS”), in each case effective as of the date hereof. These authorities may change or be subject to different interpretations, and any such change or differing interpretation may be applied retroactively, potentially impacting the U.S. federal income tax consequences of the Merger in a manner that could adversely affect a U.S. Holder. Neither Rafael nor Cyclo has sought or intends to seek any rulings from the IRS or an opinion from counsel regarding the matters discussed below. There can be no assurance that the IRS or a court will not adopt a position regarding the U.S. federal income tax consequences of the Merger contrary to that discussed herein. This discussion assumes that the Merger will be consummated in accordance with the terms of the Merger Agreement and as described in this joint proxy statement/prospectus.

This discussion is limited to U.S. Holders that hold Cyclo Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). Furthermore, it does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular circumstances, including the impact of the alternative minimum tax or the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. Holders subject to special rules, including, without limitation:

•        U.S. expatriates and former citizens or long-term residents of the United States;

•        U.S. Holders whose functional currency is not the U.S. dollar;

•        Persons holding Cyclo Common Stock as part of a hedge, straddle, or other risk reduction strategy, or as part of a conversion transaction or other integrated investment;

•        Banks, insurance companies, and other financial institutions;

•        Real estate investment trusts or regulated investment companies;

•        Brokers, dealers, or traders in securities;

•        S corporations, partnerships, or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors or partners therein);

•        Persons for whom Cyclo Common Stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code or as “Section 1244 stock” for purposes of Section 1244 of the Code;

•        Persons who acquired their Cyclo Common Stock in a transaction subject to the gain rollover provisions of Section 1045 of the Code;

•        Tax-exempt organizations or governmental organizations;

•        Persons subject to special tax accounting rules as a result of any item of gross income regarding Cyclo Common Stock being taken into account in an “applicable financial statement” (as defined in the Code);

•        Persons deemed to sell Cyclo Common Stock under the constructive sale provisions of the Code;

•        Persons who hold or received Cyclo Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation;

•        Tax-qualified retirement plans;

•        A person that acquires or sells Cyclo Common Stock as part of a wash sale for U.S. federal income tax purposes; and

•        U.S. Holders of warrants, options, or other rights to acquire Cyclo Common Stock or persons who acquired their Cyclo Common Stock upon the exercise or conversion thereof.

If an entity treated as a partnership for U.S. federal income tax purposes holds Cyclo Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding Cyclo Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE TAX ADVICE. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

For the purposes of this discussion, a “U.S. Holder” is a beneficial owner of Cyclo Common Stock that, for U.S. federal income tax purposes, is:

•        An individual who is a citizen or resident of the United States;

•        A corporation, or entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

•        An estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•        A trust (i) over which a court within the United States is able to exercise primary supervision, and of which one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) is authorized or has the authority to control all substantial decisions, or (ii) that has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

A “non-U.S. Holder” is a beneficial owner (other than a partnership) of Cyclo Common Stock that is not a U.S. Holder.