Dilution profile // every instrument, one screen, from SEC filings

Rafael Holdings, Inc. (RFL)

CIK 1713863 · all EDGAR filings →

Overall dilution risk
HIGHworst of 2 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGHS-3/A on file 2025-04-28
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
NOT COMPUTEDno current share count to divide by
= warrant shares outstanding divided by current shares outstanding
not rated: the newest single-total cover-page count is as of 2018-03-12
Historical dilution
NOT COMPUTEDnewest single-total cover-page count is as of 2018-03-12
= share count now vs 3 years ago
not rated: the company has filed periodic reports since (newest: 10-K filed 2026-10-29) with no single-total cover-page count in SEC's companyfacts, which omits counts filed per share class
Cash need
MEDIUM~8.8 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

Fewer than two cover-page share counts on file, so there is no history to chart.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Replacement Warrants Issued As Part of the Cyclo Merger On March2520251.1Mnot tagged——
Warrants Outstanding July Three One Two Zero Two Six645,191not tagged——
October2023 Warrant Exchange327,368$2.7——
April2023 PIPE Warrants253,280$2.01——
Warrant173,965$2.06——
August2020 PIPE Warrant64,543$42.56——

Tranches exactly as the company dimensioned them in its 10-K filed Oct 29, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 645,191 underlying shares, as reported Jul 31, 2026 (10-K).

Reported exercise price: $1.25 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $5.4M as of Jul 31, 2018.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Cyclo Convertible Note IIInot tagged$3.0M$0.635%—
Cyclo Convertible Note IVnot tagged$3.0Mnot tagged5%—
Cyclo Convertible Note Vnot tagged$3.0Mnot tagged5%—
Cyclo Convertible Note VIIInot tagged$3.0Mnot tagged5%—
Cyclo Convertible Note Xnot tagged$2.5Mnot tagged5%—
Cyclo Convertible Note Inot tagged$2.0Mnot tagged5%—
Cyclo Convertible Note IInot tagged$2.0Mnot tagged5%—
Cyclo Convertible Note VInot tagged$2.0Mnot tagged5%—
Cyclo Convertible Note IXnot tagged$2.0Mnot tagged5%—
Cyclo Convertible Note VIInot tagged$1.0Mnot tagged5%—
Series C Convertible Notesnot tagged—$1.25——

Notes exactly as the company dimensioned them in its 10-K filed Oct 29, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Registrations and offerings

S-3Apr 18, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 0 executed · 0 registered.

EXECUTEDJun 4, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEMay 6, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EXECUTEDMay 6, 2025Unregistered share sale disclosed (8-K item 3.02)8-K →
EFFECTIVEApr 29, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDApr 28, 2025S-3/A registration — capacity to sell shares, not a sale yetS-3/A →
REGISTEREDApr 18, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →
UPDATEFeb 13, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEFeb 13, 2025SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVEMar 7, 2022SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDMar 2, 2022S-3/A registration — capacity to sell shares, not a sale yetS-3/A →
WITHDRAWNFeb 24, 2022Registration withdrawnRW →
REGISTEREDFeb 15, 2022S-3 registration — capacity to sell shares, not a sale yetS-3 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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