GAINESVILLE, Fla.--(BUSINESS WIRE)-- Cyclo Therapeutics, Inc. (Nasdaq: CYTH) (“Cyclo Therapeutics” or the “Company”), a clinical stage biotechnology company dedicated to developing life-changing medicines through science and innovation for patients and families living with diseases, today announced that it has entered into a binding agreement with Rafael Holdings, Inc. (NYSE:RFL) (“Rafael”) under which Rafael has agreed to purchase 4,000,000 shares of common stock of Cyclo Therapeutics and warrants to purchase an additional 4,000,000 shares of common stock of Cyclo Therapeutics, for an aggregate purchase price of $5,000,000. The warrants will have an exercise price of $1.25 and a term of seven years. The closing of the transaction is subject to the Company obtaining the approval of its stockholders to the investment by Rafael pursuant to Nasdaq Listing Rules 5635(b) and 5635(d), as well as other customary conditions to closing. Pursuant to the definitive agreement, the Company agreed to nominate a designee to be named by Rafael to the Board of Directors of Cyclo Therapeutics following the closing of the transaction.

Cyclo Therapeutics intends to use the net proceeds from the financing for working capital and general corporate purposes, including the support of its Trappsol^® Cyclo™ development programs.

N. Scott Fine, CEO of Cyclo Therapeutics, commented, “In our commitment to developing a much-needed treatment option for people living with Niemann-Pick Disease Type C, we continue to build a community of like-minded partners. With that in mind, we are thrilled to strengthen our partnership with Rafael Holdings and our shared vision for the future for the NPC community.”

William Conkling, Chief Executive Officer of Rafael Holdings, added, “We continue to have strong belief in Cyclo Therapeutics’ potential to address this serious unmet need. We believe this investment further solidifies our combined commitment in Trappsol^® Cyclo™ as a potential solution for people living with NPC and their families.”

The securities described above are being offered by Cyclo Therapeutics in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and/or Regulation D promulgated thereunder, and such securities will not be registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. The securities will be issued by the Company directly to Rafael without the services of a placement agent or other intermediary.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Rafael Holdings, Inc.

Rafael Holdings is a holding company with interests in clinical and early-stage pharmaceutical and other companies, including an investment in Cornerstone Pharmaceuticals, Inc., formerly known as Rafael Pharmaceuticals Inc., a cancer metabolism-based therapeutics company. The Company’s primary focus has been to invest in, fund, and develop novel cancer therapies. We seek to expand our portfolio through strategic opportunistic investments and or acquisitions within and outside the pharmaceutical and biotech sectors.

About Cyclo Therapeutics

Cyclo Therapeutics, Inc. is a clinical-stage biotechnology company dedicated to developing life- changing medicines through science and innovation for patients and families living with disease. The Company’s Trappsol^® Cyclo™, an orphan drug designated product in the United States and Europe, is the subject of four formal clinical trials for Niemann-Pick Disease Type C, a rare and fatal genetic disease, (www.ClinicalTrials.gov NCT02939547, NCT02912793, NCT03893071 and NCT04860960). The Company is conducting a Phase 2b clinical trial using Trappsol^® Cyclo™ intravenously in early Alzheimer’s disease (NCT05607615) based on encouraging data from an Expanded Access program for Alzheimer’s disease (NCT03624842). Additional indications for the active ingredient in Trappsol^® Cyclo™ are in development. For additional information, visit the Company’s website: www.cyclotherapeutics.com.

Safe Harbor Statement

This press release contains “forward-looking statements” about the company’s current expectations about future results, performance, prospects and opportunities, including, without limitation, statements regarding the satisfaction of closing conditions relating to the offering and the anticipated use of proceeds from the offering. Statements that are not historical facts, such as “anticipates,” “believes” and “expects” or similar expressions, are forward-looking statements. These statements are subject to a number of risks, uncertainties and other factors that could cause actual results in future periods to differ materially from what is expressed in, or implied by, these statements, including the risk that the closing of the transaction with Rafael Holdings may not occur. The factors which may influence the company’s future performance include the company’s ability to obtain additional capital to expand operations as planned, success in achieving regulatory approval for clinical protocols, enrollment of adequate numbers of patients in clinical trials, unforeseen difficulties in showing efficacy of the company’s biopharmaceutical products, success in attracting additional customers and profitable contracts, and regulatory risks associated with producing pharmaceutical grade and food products. These and other risk factors are described from time to time in the company’s filings with the Securities and Exchange Commission, including, but not limited to, the company’s reports on Forms 10-K and 10-Q. Unless required by law, the company assumes no obligation to update or revise any forward-looking statements as a result of new information or future events.

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