Rafael Holdings Merges with Cyclo Therapeutics to Advance Treatment
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Rafael Holdings and Cyclo Therapeutics Merge to Enhance Treatment Development
Cyclo Therapeutics’ TransportNPC™ Phase 3 clinical trial for Trappsol Cyclo™ aims to address Niemann-Pick Disease Type C1, a rare and severe genetic disorder. The trial is fully enrolled, with interim analysis results anticipated in the coming years.
Rafael Holdings, Inc. (NYSE: RFL) and Cyclo Therapeutics, Inc. (Nasdaq: CYTH) have entered into a definitive merger agreement aimed at enhancing the development of Trappsol Cyclo™ for the treatment of Niemann-Pick Disease Type C1. Upon successful completion of the merger, Rafael Holdings will distribute shares of its Class B common stock to the shareholders of Cyclo Therapeutics, based on a pre-determined exchange ratio that values Cyclo Therapeutics shares at $0.95 each. The merger takes into account the cash value held by Rafael combined with the marketable securities and certain investments after deducting specific liabilities. Furthermore, funds allocated for Cyclo’s operations will be managed through Rafael’s convertible notes until closing. After the merger finalizes, Rafael Holdings intends to continue funding the TransportNPC™ clinical trial, leading to its 48-week interim analysis.
The boards of directors from both companies have approved the merger and anticipate closing in the later part of the year, subject to shareholder approval, the effectiveness of a registration statement for shares of Rafael's Class B common stock, and other normal closing conditions.
Rafael Holdings first invested strategically in Cyclo Therapeutics in early 2023, aimed at supporting treatment innovation for Niemann-Pick Disease Type C1. Continued financial backing was provided during a funding round in the fall of 2023 leading up to ongoing support for Cyclo Therapeutics through convertible debt financing this year.
The President and CEO of Rafael Holdings, Bill Conkling, stated, "The proposed merger with Cyclo Therapeutics is a vital step in our strategy to invest in and develop clinical-stage assets addressing high unmet medical needs. Cyclo Therapeutics has made remarkable progress with their Trappsol Cyclo™ program, fully enrolling a pivotal Phase 3 clinical study." He further emphasized their commitment to making Trappsol Cyclo™ their lead clinical program, showcasing the potential to improve therapeutic options for patients suffering from NPC.
N. Scott Fine, CEO of Cyclo Therapeutics, expressed gratitude for the partnership with Rafael Holdings, noting that it has been instrumental in reaching this milestone. He underscored confidence in the strength of Rafael’s financial position and expertise, reinforcing their commitment to successfully deliver results from the TransportNPC™ trial for both shareholders and patients alike.
Cassel Salpeter & Co. serves as the financial advisor to Cyclo Therapeutics for this transaction, while legal counsel is provided by Schwell Wimpfheimer & Associates for Rafael Holdings and by Fox Rothschild LLP for Cyclo Therapeutics.
About Rafael Holdings, Inc.
Rafael Holdings is a holding company invested in various clinical and early-stage pharmaceutical companies, including the merger with Cyclo Therapeutics, a company focused on developing innovative medicines for serious diseases through their lead asset, Trappsol Cyclo™. Rafael's portfolio extends to key investments in Cornerstone Pharmaceuticals, LipoMedix Pharmaceuticals Ltd., the Barer Institute Inc., Day Three Labs, and Rafael Medical Devices, LLC. Their strategic approach is centered on augmenting their investments through opportunities that address significant medical needs, with the merger catalyzing a sharper focus on Trappsol Cyclo™ as its primary clinical project.
About Cyclo Therapeutics, Inc.
Cyclo Therapeutics is committed to creating transformative therapies through scientific innovation for patients suffering from severe ailments. Their lead product, Trappsol Cyclo™, has received orphan drug designation and is under investigation in multiple clinical trials focused on Niemann-Pick Disease Type C. They are also conducting a Phase 2b trial using Trappsol Cyclo™ as a treatment method for early Alzheimer's Disease, leveraging earlier positive outcomes from an expanded access program. Ongoing development for additional indications is also in progress, highlighting the company's forward-looking lens on therapeutic advancements.
Frequently Asked Questions
What is the main focus of the merger between Rafael Holdings and Cyclo Therapeutics?
The merger primarily aims to enhance the development of Trappsol Cyclo™ for the treatment of Niemann-Pick Disease Type C1.
What are the terms of the share exchange in the merger?
Rafael Holdings plans to exchange shares of its Class B common stock to Cyclo Therapeutics’ shareholders valued at $0.95 per share for Cyclo Therapeutics.
When is the expected closing date for the merger?
The merger is anticipated to close in late 2024, depending on shareholder approvals and other customary conditions.
Who are the financial and legal advisors for the transaction?
Cassel Salpeter & Co. is the financial advisor to Cyclo Therapeutics, with legal services provided by Schwell Wimpfheimer & Associates and Fox Rothschild LLP.
What is the relationship between Rafael Holdings and Cyclo Therapeutics before the merger?
Rafael Holdings has been financially backing Cyclo Therapeutics through strategic investments and convertible debt financing since early 2023.
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