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

Rafael Holdings, Inc. (RFL)

CIK 1713863 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (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
HIGHwarrants = 645191% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
NOT COMPUTEDunder 3 years of share history on file
= share count now vs 3 years ago
Cash need
MEDIUM~19.3 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

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

Funded — but tight

~19 months of cash · watch

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 January312026645,191not 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-Q filed Jun 11, 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 Apr 30, 2026 (10-Q).

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.

Rough fully diluted estimate: 645,291 = 100 O/S + 645,191 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

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-Q filed Jun 11, 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.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding100Mar 12, 2018
+ Replacement Warrants Issued As Part of the Cyclo Merger On March252025 (if exercised)1.1MApr 30, 2026
+ Warrants Outstanding January312026 (if exercised)645,191Apr 30, 2026
+ October2023 Warrant Exchange (if exercised)327,368Apr 30, 2026
+ April2023 PIPE Warrants (if exercised)253,280Apr 30, 2026
+ Warrant (if exercised)173,965Sep 21, 2025
+ August2020 PIPE Warrant (if exercised)64,543Apr 30, 2026
Fully diluted estimate2.6M+2551447.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

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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