Exhibit 99.1
Rafael Holdings Reports Fourth Quarter and Full Fiscal Year 2019 Results
NEWARK, NJ – October 3, 2019: Rafael Holdings, Inc., (NYSE American: RFL), reported revenue of $4.9 million and a loss per share of $0.35 for the fiscal year ended July 31, 2019. Fourth quarter revenue was $1.4 million and the loss per share was $0.16.
Recent Operational Highlights
| ● | Rafael Pharmaceuticals, a clinical-stage pharmaceutical company in which the Company holds preferred equity and a warrant to increase ownership to 56% of the fully diluted equity interests, reached an out-licensing agreement with Ono Pharmaceutical Co., Ltd. of Japan. Ono gained exclusive rights to develop and commercialize Rafael Pharma’s lead drug candidate, CPI-613® (devimistat) and related compounds for all indications in certain Asia-Pacific region countries. Rafael Pharma received an upfront payment of $12.9 million, with the right to an additional $150.3 million contingent on attainment of certain developmental and commercial milestones. Rafael Pharma will also receive low-double digit royalties based on net sales. |
| ● | Rafael Pharma continued to expand its pivotal Phase 3 trial of CPI-613® (devimistat) for patients with relapsed or refractory acute myeloid leukemia (AML) adding clinical trial sites in France, Austria, South Korea and Spain. |
| ● | Rafael Pharma continued to expand its pivotal Phase 3 trial of CPI-613® (devimistat) in combination with modified FOLFIRINOX as a first-line treatment for patients with metastatic pancreatic cancer adding clinical trial sites in France, Korea and Israel. |
| ● | Future Oncology, a peer-reviewed medical journal, published two manuscripts about the details of ongoing Phase 2 and Phase 3 studies at Rafael Pharma. |
| ● | LipoMedix Pharmaceuticals, a clinical-stage company in which we hold a majority interest, was awarded a Horizon 2020 Phase 1 grant for the project: Promitil® - a new ‘smart’ nanomedicine for cancer chemo-radiotherapy. Horizon 2020 is a research and innovation program of the European Union. |
Remarks by Howard Jonas, Chairman and CEO of Rafael Holdings
“During the fourth quarter, our key pharma holding, Rafael Pharma, continued to advance its clinical development programs, including pivotal, multi-jurisdictional, Phase 3 trials of CPI-613® (devimistat). Rafael Pharma also reached an out-licensing agreement with Ono Pharmaceuticals reflecting the promise of Rafael Pharma’s lead drug candidate.
“In addition, we have established a wholly-owned venture to develop a pipeline of therapeutic compounds including compounds to regulate cancer metabolism. The venture is pursuing collaborative research agreements with scientists from top academic institutions.
“We also continue our efforts to realize the value of our real estate holdings including our 20-story commercial property and associated garage in Newark, New Jersey.”
About Rafael Holdings, Inc.:
Rafael Holdings, Inc., (“Rafael Holdings” or “the Company”), a Delaware corporation, owns interests in commercial real estate assets and clinical-stage pharmaceutical companies. The commercial real estate holdings consist of properties in Newark, New Jersey, Piscataway, New Jersey and in Israel. The pharmaceutical holdings include interests in Rafael Pharmaceuticals, Inc., a clinical-stage, oncology-focused, pharmaceutical company and in LipoMedix Pharmaceuticals Ltd., a clinical-stage oncology-focused pharmaceutical company based in Israel.
Contact:
Rafael Holdings
David Polinsky
Chief Financial Officer
P: (212) 658-1450
E: invest@rafaelholdings.com
RAFAEL
HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| July 31, | ||||||||
| 2019 | 2018 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 12,024 | $ | 15,803 | ||||
| Trade accounts receivable, net of allowance for doubtful accounts of $122 and $82 at July 31, 2019 and 2018, respectively | 450 | 287 | ||||||
| Marketable securities | — | 24,701 | ||||||
| Due from Rafael Pharmaceuticals | 280 | 3,300 | ||||||
| Prepaid expenses and other current assets | 507 | 421 | ||||||
| Total current assets | 13,261 | 44,512 | ||||||
| Property and equipment, net | 48,733 | 50,113 | ||||||
| Investments – Rafael Pharmaceuticals | 70,018 | 13,300 | ||||||
| Investments – Other Pharmaceuticals | 2,000 | 2,000 | ||||||
| Investments – Hedge Funds | 5,125 | 4,218 | ||||||
| Deferred income tax assets, net | 19 | — | ||||||
| In-process research and development and patents | 1,575 | 1,651 | ||||||
| Other assets | 1,412 | 1,126 | ||||||
| TOTAL ASSETS | $ | 142,143 | $ | 116,920 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Trade accounts payable | $ | 795 | $ | 367 | ||||
| Accrued expenses | 605 | 500 | ||||||
| Other current liabilities | 27 | 24 | ||||||
| Total current liabilities | 1,427 | 891 | ||||||
| Due to Related Parties | 65 | 276 | ||||||
| Convertible debt, net of discount of $54 – Related Party | 14,946 | — | ||||||
| Other liabilities | 292 | 188 | ||||||
| Accrued interest on convertible note – Related Party | 649 | — | ||||||
| TOTAL LIABILITIES | 17,379 | 1,355 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| EQUITY | ||||||||
| Class A common stock, $0.01 par value; 50,000,000 shares authorized, 787,163 shares issued and outstanding as of July 31, 2019 and 2018, respectively | 8 | 8 | ||||||
| Class B common stock, $0.01 par value; 200,000,000 shares authorized, 13,142,502 and 11,762,346 shares issued and outstanding as of July 31, 2019 and 2018, respectively | 131 | 118 | ||||||
| Additional paid-in capital | 112,898 | 103,636 | ||||||
| Accumulated deficit | (5,840 | ) | (1,108 | ) | ||||
| Accumulated other comprehensive income | 3,784 | 4,043 | ||||||
| Total equity attributable to Rafael Holdings, Inc. | 110,981 | 106,697 | ||||||
| Noncontrolling interests | 13,783 | 8,868 | ||||||
| TOTAL EQUITY | 124,764 | 115,565 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 142,143 | $ | 116,920 | ||||
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RAFAEL HOLDINGS, INC.
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share data)
| Year Ended July 31, | ||||||||
| 2019 | 2018 | |||||||
| REVENUES: | ||||||||
| Rental – Third Party | $ | 1,452 | $ | 1,275 | ||||
| Rental – Related Party | 2,125 | 2,223 | ||||||
| Parking | 874 | 873 | ||||||
| Other – Related Party | 480 | — | ||||||
| Total Revenue | 4,931 | 4,371 | ||||||
| COSTS AND EXPENSES: | ||||||||
| Selling, general and administrative | 8,821 | 5,519 | ||||||
| Research and development | 1,027 | 995 | ||||||
| Depreciation and amortization | 1,779 | 1,698 | ||||||
| Loss from operations | (6,696 | ) | (3,841 | ) | ||||
| Interest income, net | 469 | 16 | ||||||
| Net gains resulting from foreign exchange transactions | 47 | 32 | ||||||
| Net loss on equity investments | — | (104 | ) | |||||
| Gain on sales of marketable securities | 330 | 12 | ||||||
| Unrealized gain on Investments – Hedge Funds | 907 | — | ||||||
| Gain on disposal of bonus shares | — | 246 | ||||||
| Loss before income taxes | (4,943 | ) | (3,639 | ) | ||||
| Benefit from (provision for) income taxes | 19 | (8,437 | ) | |||||
| Net Loss | (4,924 | ) | (12,076 | ) | ||||
| Net loss attributable to noncontrolling interests | (231 | ) | (427 | ) | ||||
| Net loss attributable to Rafael Holdings, Inc. | $ | (4,693 | ) | $ | (11,649 | ) | ||
| OTHER COMPREHENSIVE LOSS | ||||||||
| Net Loss | $ | (4,924 | ) | $ | (12,076 | ) | ||
| Unrealized loss on marketable securities | — | (308 | ) | |||||
| Unrealized gain on available-for-sale securities | — | 1,869 | ||||||
| Foreign currency translation adjustments | 298 | 166 | ||||||
| Total Comprehensive Loss | (4,626 | ) | (10,349 | ) | ||||
| Comprehensive income (loss) attributable to noncontrolling interests | 173 | (107 | ) | |||||
| Total Comprehensive Loss attributable to Rafael Holdings, Inc. | $ | (4,453 | ) | $ | (10,456 | ) | ||
| Loss per share attributable to Rafael Holdings, Inc. common stockholders: | ||||||||
| Basic and diluted | $ | (0.35 | ) | $ | (0.93 | ) | ||
| Weighted average number of shares used in calculation of loss per share: | ||||||||
| Basic and diluted | 13,275,239 | 12,485,000 | ||||||
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RAFAEL HOLDINGS, INC.
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(in thousands, except share data)
| Year Ended July 31, | ||||||||
| 2019 | 2018 | |||||||
| Operating activities | ||||||||
| Net loss | $ | (4,924 | ) | $ | (12,076 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,779 | 1,698 | ||||||
| Deferred income taxes | (19 | ) | 8,859 | |||||
| Interest income on Rafael Pharmaceuticals Series D Convertible Note | (848 | ) | — | |||||
| Interest income | (37 | ) | — | |||||
| Net realized and unrealized gain on sale of marketable securities | (330 | ) | — | |||||
| Net realized and unrealized gain on Investments - Hedge Funds | (907 | ) | — | |||||
| Provision for doubtful accounts | 122 | — | ||||||
| Non-cash compensation | 372 | 104 | ||||||
| Amortization of debt discount | 17 | 657 | ||||||
| Realized gain on disposal of bonus shares | — | (246 | ) | |||||
| Loss on disposal of fixed assets | — | 13 | ||||||
| Net gain resulting from foreign exchange transactions | — | (32 | ) | |||||
| Change in assets and liabilities: | ||||||||
| Trade accounts receivable | (285 | ) | (23 | ) | ||||
| Other current assets and prepaid expenses | (86 | ) | (258 | ) | ||||
| Write off of patents | 76 | — | ||||||
| Other assets | 275 | (586 | ) | |||||
| Accounts payable and accrued expenses | 533 | (35 | ) | |||||
| Other current liabilities | 3 | (10 | ) | |||||
| Due to Related Party | 654 | 2 | ||||||
| Due from Related Party | (280 | ) | — | |||||
| Accrued Interest - Related Party | 649 | — | ||||||
| Other liabilities | 104 | 118 | ||||||
| Net cash used in operating activities | (3,132 | ) | (1,815 | ) | ||||
| Investing activities | ||||||||
| Purchases of property and equipment | (399 | ) | (710 | ) | ||||
| Proceeds from sale and maturity of marketable securities | 25,031 | 6,670 | ||||||
| Purchase of investments | — | (151 | ) | |||||
| Cash advances to IDT Corporation, net of repayments | — | (1,700 | ) | |||||
| Investment in Rafael Pharmaceuticals | (55,870 | ) | — | |||||
| Net cash (used in) provided by investing activities | (31,238 | ) | 4,109 | |||||
| Financing activities | ||||||||
| Contribution from noncontrolling interest of consolidated entity | 4,587 | — | ||||||
| Repayment of loan by Rafael Pharmaceuticals, including interest | 3,335 | — | ||||||
| Proceeds from sale of shares | 7,777 | — | ||||||
| Proceeds from exercise of options | 190 | 864 | ||||||
| Cash advances from IDT Corporation, net of repayments | — | 886 | ||||||
| Proceeds from issuance of convertible note | 15,000 | — | ||||||
| Net cash provided by financing activities | 30,889 | 1,750 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (298 | ) | 3 | |||||
| Net (decrease) increase in cash and cash equivalents | (3,779 | ) | 4,047 | |||||
| Cash and cash equivalents at beginning of year | 15,803 | 11,756 | ||||||
| Cash and cash equivalents at end of year | $ | 12,024 | $ | 15,803 | ||||
| Supplemental Schedule of Non-Cash Investing and Financing Activities | ||||||||
| Adoption effect of ASU 2016-01 | $ | 39 | $ | — | ||||
| Beneficial conversion feature of convertible debt – related party | $ | 71 | $ | — | ||||
| Series D Convertible Note and accrued interest converted to Series D Preferred Stock | $ | 10,848 | $ | — | ||||
| Related Party deposit utilized to purchase Class B Common Stock | $ | 864 | $ | — | ||||
| Cash payments made for taxes | $ | — | $ | — | ||||
| Cash payments made for interest | $ | — | $ | — | ||||
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