Andrews & Springer LLC, a boutique securities class action law firm focused on representing shareholders nationwide, is investigating potential breach of fiduciary duty claims against the Board of Directors of Rafael Holdings, Inc. (NYSE: RFL) (“Rafael Holdings” or the “Company”) relating to the merger of the Company with Rafael Pharmaceuticals, Inc. (“Rafael Pharmaceuticals”), a privately-held company. The two parties have announced that they reached an agreement in principle pursuant to which Rafael Pharmaceuticals will merge with Rafael Holdings through the issuance of Class B shares. Under the terms of the agreement, Rafael Pharmaceuticals’ shareholders will receive a fixed exchange ratio of 0.1245 Class B shares of Rafael Holdings for each share of Rafael Pharmaceuticals owned. Upon completion of the merger, Rafael Pharmaceuticals will own approximately 48% of the combined company.

Andrews & Springer’s investigation so far has revealed that Rafael Holdings’ existing Class B shareholders will be unfairly diluted as a result of the merger. Our Firm's investigation also has discovered that the merger appears to have significant conflicts of interest, thus making the process and consideration unfair.

If you own shares of Rafael Holdings and want to receive additional information and protect your investments free of charge, please visit us at http://www.andrewsspringer.com/cases-investigations/rafael-class-action-investigation/ or contact Craig J. Springer, Esq. at cspringer@andrewsspringer.com, or call toll free at 1-800-423-6013. You may also follow us on LinkedIn – www.linkedin.com/company/andrews-&-springer-llc, Twitter – www.twitter.com/AndrewsSpringer or Facebook - www.facebook.com/AndrewsSpringer for future updates.

Andrews & Springer is a boutique securities class action law firm representing shareholders nationwide who are victims of securities fraud, breaches of fiduciary duty or corporate misconduct. Having formerly defended some of the largest financial institutions in the world, our founding members use their valuable knowledge, experience, and superior skill for the sole purpose of achieving positive results for investors. These traits are the hallmarks of our innovative approach to each case our Firm decides to prosecute. For more information please visit our website at www.andrewsspringer.com. This notice may constitute Attorney Advertising.

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