Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(b) On January 4, 2023, the Board of Directors of Rafael Holdings, Inc. (the "Company") determined, in light of the Company's previously disclosed change of focus, and Patrick Fabbio's desire to pursue other professional opportunities, by mutual decision, that, effective January 27, 2023, Mr. Fabbio, the current Chief Financial Officer of the Company, would be departing the Company.

(c) On January 4, 2023, the Board of Directors of the Company elected David Polinsky, the Company's current Chief of Staff, as the Company's Chief Financial Officer, effective January 28, 2023. From such date, Mr. Polinsky will no longer serve in his role as Chief of Staff.

Mr. Polinsky, age 51, has served as the Company's Chief of Staff since September 2021 and previously served as Chief Financial Officer of the Company from December 2017 through September 2021. Mr. Polinsky co-founded Cornerstone Pharmaceuticals and served as its Vice President, General Counsel and Corporate Secretary from 2002-2018 and as its President, General Counsel and Secretary from 2016 through March 2018. He also served on Cornerstone Pharmaceutical's Board from 2002 until 2014. Mr. Polinsky is a member of the board of Innovative Food Holdings Inc (OTC: IVFH). Previously, he served as Vice President and General Counsel for a New York-based real estate focused investment and management company, Square Management Corp., leading the investment analysis in and management of residential, office, retail and development properties. Previously and in partnership with the Honorable Edward I. Koch, former Mayor of New York City, Mr. Polinsky founded and served as CEO of a company that licensed and developed TheLaw.com. Mr. Polinsky earned his Juris Doctorate from Fordham University School of Law in 1996 and his Bachelor of Arts from Yeshiva University in 1993. Mr. Polinsky also earned the CFA Institute's Investment Foundations certificate in 2017, a certificate from MIT Sloan School of Management in Mastering Negotiation and Influence in 2021, and a certificate in 2022 from Columbia Business School in Blockchain in Business.


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