UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment No.1



☒Annual
report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended July 31, 2018.



or



☐Transition
report pursuant to section 13 or 15(d) of the securities exchange act of 1934.



Commission File Number: 000-55863



RAFAEL HOLDINGS, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                                                      |  | 82-2296593                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



520 Broad Street, Newark, New Jersey
07102
(Address of principal executive offices, zip code)



(212) 658-1450
(Registrant’s telephone number, including area code)



Securities registered pursuant to Section
12(b) of the Act:



|Title
        of each class                    |  | Name of
        each exchange on which registered
|---------------------------------------------- |  | -------------------------------------------------
|Class B common stock, par value $.01 per share |  | NYSE American                                    



Securities registered pursuant to section
12(g) of the Act: None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐
No☒

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐
No☒

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No☐

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒
No☐

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.☒

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.

|Large accelerated
filer ☐                                            | Accelerated
filer ☒        
|-------------------------------------------------------------------- | ---------------------------
|Non-accelerated filer ̈ (Do not check if a smaller reporting company) | Smaller reporting company
☐
|Emerging growth company
☒                                            |                            



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

As of October 10, 2018, the registrant had outstanding
11,786,397 shares of Class B common stock and 787,163 shares of Class A common stock.

DOCUMENTS INCORPORATED BY REFERENCE

The definitive proxy statement relating to the registrant’s
Annual Meeting of Stockholders, to be held January 10, 2019, is incorporated by reference into Part III of this Form 10-K to the
extent described therein.
















Explanatory Note



The purpose of this Amendment No. 1 to the Annual Report on
Form 10-K of Rafael Holdings, Inc. for the year ended July 31, 2018, filed with the Securities and Exchange Commission on October
15, 2018 (the “Original Filing”), is solely to correct certain formatting and a date in the Report of Independent Registered
Public Accounting Firm set forth on page F-2 of the Form 10-K. The revised Report of Independent Registered Public Accounting Firm
is set forth herein.



This Amendment No. 1 does not modify or update in any way the
financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Filing, nor does it
reflect events occurring after the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original
Filing.



1







Signatures



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized.



| | RAFAEL HOLDINGS, INC.
| | ---------------------
| |                      
| | By:                  
| |                      



Date: October 17, 2018



Pursuant to the requirements of the Securities Exchange Act
of 1934, this Annual Report on Form 10-K/A has been signed by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.



|Signature                |  | Titles                                                         |  | Date            
|------------------------ |  | -------------------------------------------------------------- |  | ----------------
|                         |  |                                                                |  |                 
|/s/ Howard S. Jonas      |  | Chairman of the Board and Chief Executive Officer              |  | October 17, 2018
|Howard S. Jonas          |  | (Principal Executive Officer)                                  |  |                 
|                         |  |                                                                |  |                 
|/s/ David Polinsky       |  | Chief Financial Officer                                        |  | October 17, 2018
|David Polinsky           |  | (Principal Financial Officer and Principal Accounting Officer) |  |                 
|                         |  |                                                                |  |                 
|/s/ Stephen Greenberg    |  | Director                                                       |  | October 17, 2018
|Stephen Greenberg        |  |                                                                |  |                 
|                         |  |                                                                |  |                 
|/s/ Dr. Boris C. Pasche  |  | Director                                                       |  | October 17, 2018
|Dr. Boris C. Pasche      |  |                                                                |  |                 
|                         |  |                                                                |  |                 
|/s/ Dr. Michael J. Weiss |  | Director                                                       |  | October 17, 2018
|Dr. Michael J. Weiss     |  |                                                                |  |                 



2







REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and

Stockholders of Rafael Holdings, Inc.



Opinion on the Financial
Statements



We have audited the accompanying consolidated and combined balance sheets of Rafael Holdings, Inc. (“Rafael Holdings”
or the “Company”) as of July 31, 2018 and 2017, and the related consolidated and combined statements of operations,
comprehensive (loss) income, stockholders’ and members’ equity, and cash flows for each of the years in the three
year period ended July, 2018, and the related notes (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2018
and 2017, and the results of its operations and its cash flows for each of the years in the three year period ended July 31,
2018, in conformity with accounting principles generally accepted in the United States of America.



Basis for Opinion



These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.



We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due
to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial
reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.



|/s/ Zwick & Banyai, PLLC                            | 
|--------------------------------------------------- | 
|Zwick & Banyai, PLLC                                | 
|                                                    | 
|We have served as the Company’s auditor since 2017. | 
|                                                    | 
|Southfield, Michigan                                | 
|October 15, 2018                                    | 





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