Rafael (RFL) Registration Filing summary

Company overview and business model

• Holds interests in clinical and early-stage pharmaceutical and medical device companies, with a focus on rare diseases and cancer therapeutics.

• Recent strategic shift to prioritize development of Trappsol® Cyclo™ for Niemann-Pick Disease Type C1 following a merger with Cyclo Therapeutics.

• Owns and manages a portfolio including LipoMedix (cancer therapy), Cornerstone (cancer metabolism), Rafael Medical Devices (orthopedic instruments), and Day Three Labs (cannabis technology).

• Historically owned commercial real estate, now limited to a single property in Jerusalem.

Financial performance and metrics

• Impairment charge of $3.1 million recorded for Day Three Labs during the three months ended January 31, 2025.

• LipoMedix has treated 149 patients in clinical studies and compassionate use programs.

• Cornerstone became a consolidated subsidiary after a restructuring in March 2024, with Rafael now holding a 67% stake.

Use of proceeds and capital allocation

• Net proceeds from the offering will fund clinical and development efforts, working capital, capital expenditures, and potential investments or acquisitions.

• Management retains broad discretion over allocation of proceeds; funds may be invested in short-term, investment-grade securities pending use.