Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * FINE N SCOTT 2. Date of Event Requiring Statement (Month/Day/Year) 07/14/2025 3. Issuer Name and Ticker or Trading Symbol Rafael Holdings, Inc. [RFL] (Last) (First) (Middle) C/O RAFAEL HOLDINGS, INC., 520 BROAD STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) NEWARK, NJ 07102 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class B Common Stock, par value $.01 per share 335,348(1)(2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	08/30/2021	08/30/2031	Class B Common Stock	20,197(2)	$21.16	D
Stock Option (right to buy)	02/28/2022	02/28/2032	Class B Common Stock	26,403(2)	$9.25	D
Stock Option (right to buy)	03/02/2023	03/01/2033	Class B Common Stock	34,792(2)	$3.63	D
Stock Option (right to buy)	06/03/2024	06/03/2034	Class B Common Stock	93,884(2)	$3.63	D
Stock Option (right to buy)	03/25/2025	03/25/2035	Class B Common Stock	80,000	$1.9	D
Class B Common Stock Warrant (Right to Buy)	12/21/2018	12/21/2025	Class B Common Stock	813(2)(3)	$184.1	D
Class B Common Stock Warrant (Right to Buy)	08/27/2020	08/27/2027	Class B Common Stock	1,763(2)(3)	$42.56	D
Class B Common Stock Warrant (Right to Buy)	10/20/2023	10/20/2027	Class B Common Stock	116,093(2)(3)	$2.7	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FINE N SCOTT C/O RAFAEL HOLDINGS, INC. 520 BROAD STREET NEWARK, NJ 07102	X

Signatures

Joyce J. Mason, by Power of Attorney		07/22/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Consists of 331,823 shares of Class B common stock held directly by the Reporting Person and 3,525 shares of Class B common stock held jointly by the Reporting Person and his wife.
(2)	The shares, options and warrants were all received in exchange for shares, options and warrants, respectively, of Cyclo Therapeutics, Inc. ("Cyclo") common stock and upon conversion of options and warrants to purchase shares of Cyclo common stock in connection with the business combination between the Issuer and Cyclo on March 25, 2025.
(3)	These warrants are held jointly by the Reporting Person and his wife.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.