|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
RAFAEL HOLDINGS, INC. (Name of Issuer) |
Class B Common Stock, par value $0.01 per share (Title of Class of Securities) |
75062E106 (CUSIP Number) |
Shmuel Jonas I9 Plus, LLC, 153 Booth Avenue Englewood, NJ, 07631 (973) 438-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 75062E106 |
| 1 |
Name of reporting person
I9 Plus, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,616,431.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
RAFAEL HOLDINGS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
520 Broad Street, Newark,
NEW JERSEY
, 07102. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") supplements and amends the information contained in the Schedule 13D originally filed with the Securities and Exchange Commission (the "Commission") on July 18, 2025, (the "Schedule 13D"). Terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13D. This Amendment No. 1 amends Items 3, 4 and 5, as set forth below. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The matters set forth in Item 4 of this Amendment are incorporated in this Item 3 by reference as if fully set forth herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
On August 5, 2022, I9 Plus sold 33,100 shares of Class B Common Stock, pursuant to a Rule 10b5-1 plan adopted on July 19, 2022 (the "10b5-1 Plan").
On August 8, 2022, I9 Plus sold 14,787 shares of Class B Common Stock, pursuant to the 10b5-1 Plan.
On August 9, 2022, I9 Plus sold 64,674 shares of Class B Common Stock, pursuant to the 10b5-1 Plan.
On June 5, 2025, pursuant to a Standby Purchase Agreement, entered into on May 6, 2025, between Rafael Holdings, Inc. (the "Company") and Howard S. Jonas ("H. Jonas"), in connection with a rights offering undertaken by the Company, I9 Plus purchased 390,625 shares of Class B Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5 is hereby amended by deleting it in its entirety and substituting the following therefor:
As of the date hereof, I9 Plus is the beneficial owner, and has the sole power to vote, or to direct the voting, and to dispose, or direct the disposition, of 3,616,431 shares of the Company's Class B Common stock. This number represents approximately 7% of the issued and outstanding Shares as of June 9, 2025 (including shares issued pursuant to the Standby Purchase Agreement). | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|