Raphael Pharmaceutical Inc 10-Q for FY2025 Q2
Raphael Pharmaceutical Inc. (RAPH)
About this 10-Q
Raphael Pharmaceutical Inc filed this 10-Q on August 13, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $322K
- compared with a net loss of $248K a year earlier
- Diluted EPS
- $0.02
- up 100.0% from $0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
OR
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
The number of shares of the registrant’s common stock, $0.01
par value, outstanding as of August 12, 2025:
TABLE OF CONTENTS
| Page | |||
| PART I | |||
| Item 1. | Financial Statements | 1 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 9 | |
| Item 4. | Controls and Procedures | 10 | |
| PART II | |||
| Item 1. | Legal Proceedings | 11 | |
| Item 1A. | Risk Factors | 11 | |
| Item 6. | Exhibits | 11 |
i
Item 1. Financial Statements
RAPHAEL PHARMACEUTICAL INC. AND ITS SUBSIDIARY
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
UNAUDITED
U.S. DOLLARS IN THOUSANDS
INDEX
- - - - - - - - - - -
1
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
U.S dollars in thousands (except for share and per share data)
| As of June 30, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Short-term credit from a related party | ||||||||
| Other account payables and accrued expenses | ||||||||
| Payable to related party | ||||||||
| Total current liabilities | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock, $ | ||||||||
| Authorized: | ||||||||
| Issued and outstanding: | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
F-1
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
U.S dollars in thousands (except for share and per share data)
| Six months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Unaudited | Unaudited | |||||||||||||||
| Research and development expenses | $ | $ | $ | $ | ||||||||||||
| General and administrative expenses | ||||||||||||||||
| Operating loss | ||||||||||||||||
| Total financial expense | ( | ) | ||||||||||||||
| Net loss | ||||||||||||||||
| Basic and diluted net loss per share | ||||||||||||||||
| Weighted average number of shares of common stock used in computing basic and diluted net loss per share | ||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
F-2
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| Common stock | Additional paid-in | Accumulated | Total | |||||||||||||||||
| Number | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock and warrants | ||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock in exchange for services | ) | |||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance as of June 30, 2024 | $ | $ | ( | ) | $ | ( | ) | |||||||||||||
| Common stock | Additional paid-in | Accumulated | Total | |||||||||||||||||
| Number | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock and warrants | ||||||||||||||||||||
| Share based compensation | ||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Share based compensation | ||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | ) | $ | ( | ) | |||||||||||||
| (*) |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
F-3
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S dollars in thousands (except for share and per share data)
| Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Share-based payment in exchange for services | ||||||||
| Depreciation | ) | ) | ||||||
| Changes in: | ||||||||
| Other current assets | ( | ) | ||||||
| Related parties | ||||||||
| Account payables and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Issuance of common stock and warrants | ||||||||
| Advance payment on account of shares | ||||||||
| Net cash provided by financing activities | ||||||||
| Change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | $ | $ | ||||||
| (*) |
| ** | During the reporting period, 350,000 shares and 450,000 warrants were granted to 2 directors in exchange for their services. |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
F-4
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| NOTE 1:- | GENERAL |
| a. | Raphael Pharmaceutical Inc. (formerly Easy Energy, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on May 17, 2007. The Company is headquartered in Tel Aviv-Jaffa, Israel.
On October 8, 2020, the Company and its stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with an Israeli pharmaceutical company (“Raphael”), according to which, among other matters, all shareholders of Raphael will sell and convey the entire holdings in Raphael to the Company such that following the Share Exchange, the shareholders of Raphael will hold
On May 14, 2021, the Company’s board of directors and stockholders approved a 1-for-100 reverse split of the Company’s common stock, which was implemented and became effective as of May 14, 2021.
On May 14, 2021, Raphael and the Company completed the Share Exchange pursuant to which
The Share Exchange was accounted for as a reverse recapitalization which is outside the scope ASC 805, “Business Combinations” (“ASC 805”), as the Company, the legal acquirer, is considered a non-operating public shell, and is therefore not a business as defined in ASC 805. As the shareholders of Raphael received the largest ownership interest in the Company, Raphael was determined to be the “accounting acquirer” in the Share Exchange. As a result, the historical financial statements of the Company were replaced with the financial statement of Raphael for all periods presented.
Company’s common stock began public trading on the over-the-counter market in the U.S. in January 2023 under the symbol “RAPH”. | |
| b. | Going concern and management plans |
The accompanying financial statements have been
prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of
business. Since its inception, the Company has devoted substantially all of its efforts to research and development, clinical trials,
and raising capital. The Company is still in its development and clinical stage and has not yet generated revenues. The extent of the
Company’s future operating losses and the timing of becoming profitable are uncertain. As of June 30, 2025, the Company’s
accumulated deficit was $
Additional funding will be required to complete the Company’s research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts of the Company’s product and to achieve a level of sales adequate to support the Company’s cost structure.
F-5
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| NOTE 1:- | GENERAL (Cont.) |
Management’s plans include, but are not limited to, raising capital in the United States. There can be no assurance that it will be able to successfully raise additional financing, including in a public offering, or obtain additional financing on a timely basis or on terms acceptable to the Company, or at all.
Management expects that the Company will continue to generate losses from the development, clinical development and regulatory activities of its product, which will result in negative cash flow from operating activity. This has led management to conclude that substantial doubt about the Company’s ability to continue as a going concern exists in the event that additional funding does not occur. If such sufficient financing is not received timely, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated and would then need to pursue a plan to license its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.
| NOTE 2:- | SIGNIFICANT ACCOUNTING POLICIES |
These unaudited interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2024. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2024, are applied consistently in these interim financial statements.
| NOTE 3:- | UNAUDITED INTERIM FINANCIAL STATEMENTS |
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
F-6
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
U.S dollars in thousands (except for share and per share data)
| NOTE 4:- | SHAREHOLDERS’ EQUITY |
On January 16, 2025, the Company signed
an agreement to raise $
On January 30, 2025, the Company signed
an agreement to raise $
On March 2, 2025, the Company signed
an agreement to raise $
On March 21, 2025, the Company signed
an agreement to raise $
On March 5, 2025, the Company entered
into a service agreement with Ajay Kumar Dhadha, pursuant to which Mr. Dhadha will serve as a member of our Board and as chairman of the
Board. Pursuant to the service agreement, on March 5, 2025, the Company granted Mr. Dhadha
On March 10, 2025, the Company updated
a service agreement with one of Company’s directors and extended the service term until December 31, 2025. As compensation for the services,
the director will be granted with warrants to purchase up to
On March 21, 2025, the Company signed
an agreement to raise $
| NOTE 5:- | RELATED PARTY BALANCES AND TRANSACTIONS |
On March 2, 2025, the Company signed
an agreement to raise $
On March 5, 2025, the Company entered
into a service agreement with Ajay Kumar Dhadha, pursuant to which Mr. Dhadha will serve as a member of our Board and as chairman of the
Board. Pursuant to the service agreement, on March 5, 2025, the Company granted Mr. Dhadha
F-7
On March 10, 2025, the Company updated
a service agreement with one of Company’s directors and extended the service term until December 31, 2025. As compensation for the services,
the director will be granted with warrants to purchase up to
On July 31, 2025, we entered into
a service agreement with Zvi Laufer, pursuant to which Mr. Laufer will serve as a member of our Board. Pursuant to the service agreement,
we will grant Mr. Laufer warrants to purchase up to
| A. | Balances |
The following related party payables are included in accounts payable and accrued expenses.
| As of June 30, | As of December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Payables to related party - Officers (*) | ||||||||
| Short-term credit from related party (**) | ||||||||
| (*) |
| (**) |
The Company’s Chief Executive Officer and Chief Financial Officer are guarantees for the repayment of the loan.
| B. | Transactions |
Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Consulting services | ||||||||
| Stock-based compensation | ||||||||
| Chief Financial Officer fee | ||||||||
| NOTE 6:- | SUBSEQUENT EVENTS |
On July 31, 2025, we entered into
a service agreement with Zvi Laufer, pursuant to which Mr. Laufer will serve as a member of our Board. Pursuant to the service agreement,
we will grant Mr. Laufer warrants to purchase up to
In accordance with ASC 855-10, the Company’s management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report..
F-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, or the Quarterly Report.
On May 14, 2021, Raphael Pharmaceutical Ltd., an Israeli company, and Easy Energy, Inc., a Nevada corporation, completed a share exchange agreement, or the Share Exchange, pursuant to which the shareholders of Raphael Pharmaceutical Ltd. became the holders of 90% of the issued and outstanding share capital of Easy Energy, Inc., while Easy Energy, Inc.’s shareholders hold, following the share exchange, 10% of Easy Energy, Inc. On May 19, 2021, as agreed by the parties to the Share Exchange, Easy Energy, Inc. changed its name to Raphael Pharmaceutical Inc. Unless otherwise mentioned or unless the context requires otherwise, when used in this Quarterly Report, the terms “Raphael,” “Company,” “we,” “us,” and “our” refer to Raphael Pharmaceutical Inc. and its subsidiary, Raphael Pharmaceutical Ltd., or Raphael Israel. References to Easy Energy are to Easy Energy, Inc. Unless otherwise mentioned or unless the context requires otherwise, the information provided in this Quarterly Report relates to Raphael Israel.
Forward-Looking Statements
This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, which includes information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
| ● | the regulatory pathways that we may elect to utilize in seeking U.S. Food and Drug Administration, or FDA, European Medicines Agency, or EMA, and other regulatory approvals, if any; | |
| ● | obtaining (and the cost thereof) FDA and EMA approval of, or other regulatory action in Europe or the United States and elsewhere with respect to our product candidates; | |
| ● | the commercial launch and future sales of our product candidates and our advancement of product candidates for other indications in our pipeline; | |
| ● | the potential cost of our rheumatoid arthritis product candidate, or RA and RA product candidate, respectively, for patients; | |
| ● | our expectations regarding the timing of commencing clinical trials; |
| ● | our expectations regarding the supply of the active pharmaceutical ingredient for our product candidates; | |
| ● | third-party payor reimbursement for our product candidates; | |
| ● | our estimates regarding anticipated expenses, capital requirements and our needs for additional financing; | |
| ● | completion and receiving favorable results of clinical trials for our product candidates; and | |
| ● | the filing by us, and the subsequent issuance of patents to us, by the U.S. Patent and Trademark Office and other governmental patent agencies. |
The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements. Please see “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as “Item 1A. Risk Factors” in Part II of this Quarterly Report for additional risks that could adversely impact our business and financial performance.
2
Moreover, new risks regularly emerge and it is not possible for our management to predict or articulate all the risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Quarterly Report are based on information available to us on the date of this Quarterly Report. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this Quarterly Report.
In this Quarterly Report, unless otherwise specified, all dollar amounts are expressed in United States dollars. Except as otherwise indicated by the context, references in this Quarterly Report to “Raphael,” “Company”, “we,” “us” and “our” are references to Raphael Pharmaceutical Inc., a Nevada corporation, together with its consolidated subsidiaries.
Overview
We are a pharmaceutical drug research and development company focused on the discovery and clinical development of life-improving drug therapies based on cannabinoids, including cannabidiol, or CBD oil. Unless indicated otherwise, we plan on using oil derived from CBD strains with low levels of Tetrahydrocannabinol, or THC. All references to the use of CBD in our product candidates refer to CBD strains with less than 0.3% of THC.
We have recently completed a proof-of-concept clinical study, or Study, for our lead product candidate for the treatment of RA in the United States. Encouraged by the promising results of the Study, we will continue to investigate our product for the treatment of autoimmune diseases.
In addition, we are aiming to develop a novel treatment for asthma. At Rambam Health Care Campus, Rambam Med-Tech Ltd., or Rambam, we have successfully conducted studies using human-derived immune cells and mouse models to advance our understanding both COVID-19 and RA products. Due to the similarity of COVID-19 and asthma symptoms, such studies also advance our understanding of asthma and its treatment. Since the volume of COVID-19 testing has been decreasing, we decided to leverage our knowledge and understanding of COVID-19 to study asthma as well.
On February 9, 2022, we filed an application for a clinical trial with the Medical Cannabis Unit of the Ministry of Health of Israel, or MOH. On February 16, 2022 we submitted an application with the Helsinki Committee at Rambam for a clinical trial in COVID-19 patients.
In November 2022, we submitted a proposal to the MOH for a clinical trial of a cannabis-based drug intended to alleviate the deterioration of COVID-19 patients.
On March 27, 2023, the MOH accepted our proposal for a clinical trial of a cannabis-based drug intended to alleviate the deterioration of COVID-19 patients.
In April 2024 we began the Study in the United States, leveraging insights from the pre-clinical experiments we have conducted at the Rambam. This Study aimed to evaluate the Company’s Cannabinoid based formula, or Raphael’s Formula, in patients with active RA. The single-group Study was managed by MindMate, Inc./ dba Citruslabs, or Citruslabs, and conducted in Santa Monica, California, United States, under Institutional Review Board, or IRB, approval, in compliance with applicable FDA regulations and in accordance with applicable industry standards and regulations. An IRB is an appropriately constituted group that has been formally designated to review and monitor biomedical research involving human subjects.
3
On December 23, 2024, upon successful completion of the Study, we received the Study results with overall findings that emphasize the clinical potential of Raphael’s Formula and suggest that it may have beneficial effects on symptom management and overall well-being for individuals with RA. For more information about the Study results, see “Item 1. Business - Research and Clinical Development Strategy”.
In August 2025, the company announced the completion of product development and the launch of its proprietary natural formula under the “RaphaWell” brand for RA support in the United States. This follows the successful completion of a clinical trial conducted under IRB approval and in full compliance with FDA regulations, including participants with Severe RA, as mentioned above. The finalized “RaphaWell” product, will be sold as a standalone clinically tested dietary supplement targeting the growing wellness market. The “RaphaWell” formula is 100% natural, plant-based, and was associated with no reported side effects during the Study, addressing a significant unmet need in RA symptom management. Raphael’s “RaphaWell” formula has undergone clinical testing, which to our belief, proved its credibility and efficacy. We believe that “RapahWell” formula holds strong commercial potential and first- mover advantage. Study information on will be available to consumers via QR code on the product packaging.
As we move forward, our focus will be on further investigating mechanisms and refining Raphael’s Formula through continued pre-clinical research. Our goal is to ensure that the formula meets all the necessary standards and regulations set forth by the FDA, allowing us to progress towards clinical treatments.
Our vision is to emerge as a pioneering company at the forefront of formulating pharmaceutical drugs that harness the potential of purified cannabinoids and full-spectrum CBD oil. Our primary mission is to cater to the unmet medical requirements of patients grappling with various disorders, with a particular focus on conditions linked to inflammation, such as autoimmune diseases, asthma, RA and COVID-19.
By leveraging our expertise in this field, we are committed to providing innovative solutions to improve the lives of those afflicted with these challenging medical conditions. Through our dedication to research, development, and compassionate care, we aim to contribute significantly to the well-being of patients worldwide, offering them much-needed relief and hope for a better future.
In order to achieve our goal, we have and will continue to build an experienced team of senior executives and scientists, with experience in all facets of pharmaceutical research and development, drug formulation, clinical trial execution and regulatory submissions. We intend to leverage the knowledge of our team in order to complete the clinical trials needed to receive approvals of our product candidates from applicable regulatory authorities.
Initially, we intend to obtain approvals for our product candidates from the FDA, and the Medical Cannabis Unit of the MOH. Upon obtaining FDA approvals, or in the event that we are not successful in obtaining such approvals, we intend to apply for European Medicines Agency, or EMA, and other countries’ governmental regulatory agencies approvals for our product candidates. If we are successful in obtaining FDA approvals for our product candidates, we intend to enter into royalty agreements with good manufacturing practice, or GMP, approved medical manufactures and distributors, having them use our medical formulas for the purpose of growing, cultivating, manufacturing, and distributing Raphael Pharmaceutical medical indications in their designated territories.
For this purpose, in October 2022, we entered into an agreement with the Medical Cannabis Research Center at Rambam for the development of a new, patentable formulation that combines purified cannabinoids to treat rheumatoid diseases.
The overall objective of this study is to identify a novel cannabinoid based patentable formulation to treat Rheumatoid diseases. Specifically, to investigate combination of purified cannabinoids to downregulate inflammation related to Rheumatoid diseases. We propose to base our study on data derived from Dr. Igal Louria-Hayon’s studies (Helsinki # 0442-20-RMB) on the evaluation of the immune regulation properties of cannabinoids on the immune system and the data derived from the cannabinoids receptors study (Helsinki # 0331-20-RMB). We will analyze the activation of cannabinoid receptors on mouse models and will study the role of purified cannabinoid as a potential to develop a novel patentable formulation to treat RA.
4
Our discovery platform currently focuses the use of CBD oil, one of the cannabinoids in cannabis plants, as the active pharmaceutical ingredient, or API, for our RA product candidate and COVID-19 product candidate. Research results published in 2018 (“Translational Investigation of the Therapeutic Potential of Cannabidiol (CBD): Toward a New Age”) has shown that there may be benefits to treading medical conditions, or their effects, with cannabinoids, and more specifically, with CBD, which may help reduce chronic pain by impacting endocannabinoid receptor activity, reducing inflammation and interacting with neurotransmitters. This research has also shown that CBD may have neuroprotective properties, and could have the ability to (i) reduce anxiety and depression, (ii) alleviate cancer-related symptoms, (iii) reduce acne and (iv) benefit heart health.
Over the last few years, pharmaceutical drug products that include parts of the cannabis plant have begun to receive regulatory approvals for use in patients suffering from certain disorders, as highlighted below.
| ● | Nabiximols, better known under the tradename Sativex, is a botanical mouth spray consisting of natural THC and CBD extracts, that received approval in the United Kingdom in 2010 for the alleviation of multiple sclerosis, or MS, symptoms like spasticity, pain and overactive bladder. |
| ● | Dronabinol, better known under the name Marinol, contains mainly THC and is a partial agonist of the cannabinoid receptor type 1, or CB1, in the nervous system and a partial agonist of the cannabinoid receptor type 2, or CB2, in the periphery that activates appetite, mood, cognition, memory and perception. Dronabinol received FDA-approval for use in the United States in 1985 for treatment of anorexia in acquired immunodeficiency syndrome, or AIDS, patients and for the prevention of chemotherapy-induced nausea and vomiting, or CINV. A Lack of randomized controlled trials, or RCTs, makes a recommendation for usage of dronabinol as a third-line treatment for CINV difficult. Dronabinol in the form of an oral tablet is known under the trade name Namisol. It has high bioavailability and a long shelf life and is indicated for MS, chronic pain and behavioral disturbances in dementia patients. |
| ● | Nabilone, better known under the tradename Cesamet, contains primarily THC, is approved for use as an anti-emetic and adjunctive analgesic for neuropathic pain, CINV and treatment for anorexia in AIDS patients in Canada, Mexico, the UK and the United States. Its main usage today is as adjunct medicine for chronic pain management. |
In light of the past regulatory approvals for other pharmaceutical drug products and, more specifically, the potential beneficial effects of CBD and other parts of the cannabis plant, we believe that a drug discovery platform based on CBD may offer new and differentiated treatment options for patients. Prior regulatory approvals of other companies’ pharmaceutical drug products do not serve as an indication as to the ability or likelihood that we receive regulatory approval to commercialize any of our product candidates.
After four successful years of pre-clinical research at the laboratories of Rambam, which paved the way for the Study in RA patients, we are now advancing our efforts to further develop our product candidates.
Following the completion of the Study, we intend to submit an IND application to the FDA and MOH. See “Item 1. Business - Research and Clinical Development Strategy - Clinical Development Plan” for additional information on the ongoing pre-clinical trial and our planned clinical trial for our RA product candidate.
In addition, with respect to our COVID-19 product candidate, our clinical research partners have been focused on the effect of cannabinoids and cannabis extracts on immune cells which induce acute inflammation. This study will begin in the pre-clinical level in immune cell models and, subject to positive results that exhibit downregulation of pro-inflammatory cytokines by cannabis extract, the study was completed successfully. Following the completion of the pre-clinical study, a mice model was conducted to analyze for acute inflammation, which resembles the immunopathology of COVID-19. The mice model was successfully completed and we have registered for a clinical trial in patients with the MOH.
As a pharmaceutical research and clinical development company we do not own or operate, and currently do not intend on creating an in-house team to manufacture and commercialize our pharmaceutical drug products, if any, that receive regulatory approval allowing for commercialization. We currently rely, and expect to continue to rely, on third parties for the manufacturing of our product candidates for preclinical and clinical testing, as well as for commercial manufacturing of any pharmaceutical drug products for which we may receive regulatory approval. Subject to the receipt of such regulatory approvals, we intend on cooperating with manufacturers and other third parties to manufacture and commercialize approved pharmaceutical drug products.
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Critical Accounting Estimates
Our financial statements are prepared in accordance with U.S. GAAP. There are no critical accounting estimates for the years ended December 31, 2024, and 2023. Also, please see Note 2 of Part I, Item 1 of this Quarterly Report for the summary of significant accounting policies.
Results of Operations
Three months ended June 30, 2025, compared to the three months ended June 30, 2024
Revenues.
We had no revenues during the three months ended June 30, 2025, and June 30, 2024.
Research and Development Expenses. Our research and development expenses totaled $141,000 for the three months ended June 30, 2025, representing an increase of $117,000, or 588%, compared to $24,000 for the three months ended June 30, 2024. The increase was primarily attributable to increase in chief Technology Officer service expenses and expenses due to the Company’s research agreement with Rambam. (as defined below)
General and Administrative Expenses. Our general and administrative expenses totaled $174,000 for the three months ended June 30, 2025, representing a decrease of $51,000, or 23%, compared to $225,000 for the three months ended June 30, 2024. The increase was primarily due to decrease in professional services in the second quarter of 2025.
Operating Loss. Our operating loss totaled $315,000 for the three months ended June 30, 2025, representing an increase of $66,000, or 27%, compared to $249,000 for the three months ended June 30, 2024. The increase was primarily due to the increase in our research and development expenses and in our general and administrative expenses.
Financial income, net. We recognized financial expense, net, of $6,000 for the three months ended June 30, 2025, representing an increase of $7,000, or 700%, compared to financial income, net of $1,000 for the three months ended June 30, 2024. The increase was primarily due to a risk premium expense of a loan from a related party and exchange differences.
Net Loss. As a result of the foregoing, our net loss totaled $322,000 for the three months ended June 30, 2025, representing an increase of $74,000, or 30%, compared to $248,000 for the three months ended June 30, 2024. The increase was primarily due to increase in our research and development expenses and in our general and administrative expenses.
Six months ended June 30, 2025 compared to the six months ended June 30, 2024
Revenues. We had no revenues during the six months ended June 30, 2025 and June 30, 2024.
Research and Development Expenses. Our research and development expenses totaled $213,000 for the six months ended June 30, 2025, representing a decrease of $190,000, or 47%, compared to $403,000 for the six months ended June 30, 2024. The decrease was primarily attributable to decrease in expenses and expenses related to the research agreement with Rambam (as defined below).
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General and Administrative Expenses. Our general and administrative expenses totaled $527,000 for the six months ended June 30, 2025, representing an increase of $134,000, or 35%, compared to $393,000 for the six months ended June 30, 2024. The increase was primarily due to increase in professional services.
Operating Loss. Our operating loss totaled $740,000 for the six months ended June 30, 2025, representing a decrease of $56,000, or 7%, compared to $796,000 for the six months ended June 30, 2024. The decrease was due to the decrease in our research and development expenses offset by the increase in our general and administrative expenses.
Financial Expense, net. We recognized financial expense, net of $11,000 for the six months ended June 30, 2025, representing an increase of $9,000, or 550%, compared to $2,000 for the six months ended June 30, 2024. The increase was primarily due to a risk premium expense of a loan from a related party and exchange differences.
Net Loss. As a result of the foregoing, our net loss totaled $751,000 for the six months ended June 30, 2025, representing an decrease of $47,000, or 6%, compared to $798,000 for the six months ended June 30, 2024. The increase was primarily due to the decrease in our research and development expenses offset by the increase in our general and administrative expenses.
Liquidity and Capital Resources
Since inception, we have funded our operations primarily through our founder’s capital and capital received from Easy Energy, Inc. As of June 30, 2025, we had $20,000 in cash and cash equivalents, and have invested most of our available cash funds in ongoing cash accounts.
Net cash used in operating activities was $239,000 for the six months period ended June 30, 2025, compared with net cash used in operating activities of $390,000 for the corresponding period in 2024. The $151,000 decrease in the net cash used in operating activities during the six months period ended June 30, 2025, compared to the same period in 2024, was primarily due to an increase in share-based compensation for the period in the amount of $144,000.
There was no net cash used in investing activities for the six months period ended June 30, 2025 and for the same period in 2024.
Net cash provided by financing activities for the six months period ended June 30, 2025 was $240,000 compared to $280,000 for the same period in 2024. The decrease in net cash provided by financing activities during the six months period ended June 30, 2025 compared to the corresponding period in 2024 was mainly due to a decrease in funds received from issuance of shares and warrants.
In December 2024, we obtained a loan in the amount of NIS150,000 ($41,000 as of June 30, 2025) from Shanti Gems International Investments Ltd., a company owned by Mr. Ajay Kumar Dhadha, a director and chairman of our Board. The loan bears an interest in an annual rate of 12% and is due on December 2025.
Off Balance Sheet Arrangements
Rambam Research Agreement
On July 17, 2019, we entered into a sponsored research agreement, or the Research Agreement, with Rambam , pursuant to which the Company agreed to fund a research project, to be performed by Rambam, with a research plan aimed at identifying the effects of different cannabis strains on the function of immune cells. On October 28, 2020, the Company and Rambam agreed to expand the research plan to study the anti-inflammatory activities of cannabis extracts in an RA mouse model. On February 15, 2021, the Company and Rambam agreed to further expand the research plan to study the effect of cannabis extracts on the immunopathology of the COVID-19 disease. The sponsored Researched Agreement is for an initial term of 48 months. On October 23, 2022, the Company and Rambam entered into a supplement to the Research Agreement, or the Supplement Agreement, pursuant to which the Company exercised an option to extend the Research Agreement by additional two years until December 31, 2024.
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Pursuant to the Research Agreement, we agreed to pay Rambam $1.4 million in four equal payments, due on the first day of August on each successive year from 2019 through 2022. Pursuant to the Supplement Agreement, we agreed to pay Rambam $960,000 plus VAT in four biannual payments from May 2023 through December 2024. Such amount was later amended to $470,000 plus VAT, out of which we paid $120,000. Furthermore, in accordance with the terms of the Research Agreement, we and Rambam will have joint ownership of any intellectual property (IP) created as a result of research programs covered by such agreement. In connection with the Research Agreement, Rambam agreed not to work, study or develop any technologies with other entities that compete with our work with Rambam for our COVID-19 product candidate or RA product candidate for a term of three and seven years, respectively, from the end of the parties’ collaboration with respect to the COVID-19 product candidate and seven years from the end of the term of the Research Agreement with respect to the RA product candidate.
Subject to commercial sales of any product candidate using the IP created as a part of the research covered by such agreement, Raphael Israel is required to pay Rambam a royalty in an amount equal to 6% of all net sales, subject to certain deductions, such as taxes paid by any purchaser, transportation and shipping costs, and other customary deductions.
On December 25, 2023, the Company received an extension to pay the remaining $350,000 pursuant to the Research Agreement until the end of June 2024, however, since the remaining amount was not paid on time, an additional amount of $57,000 was added to the remaining balance. On July 28, 2025, the Company received an extension to pay the remaining balance until the end of April 2026. As of the date of this Quarterly Report, the Company has made all four of the four equal payments due pursuant to the Research Agreement, for a total amount of $1.4 million and $295,000 for the Supplement Agreement (out of the remaining $577,000). The outstanding balance is $282,000.
Way of Life Cannabis Agreement
In October 2020, Raphael Israel entered into an engagement agreement with Wolc, pursuant to which, subject to its completing the Share Exchange with Easy Energy, Raphael Israel will be provided with up to 15 liters of CBD oil, from a strain of cannabis during a term of 18 months, to be provided in two to three deliveries of between one to seven liters of CBD oil. In accordance with Raphael Israel’s agreement with Wolc, Raphael Israel has agreed to issue to certain persons affiliated with Wolc 3% of Raphael’s issued and outstanding share capital as of the date of the Share Exchange, to be provided in three equal issuances; provided, however, that such persons may elect to receive a cash payment of $100,000 instead of any one issuance of Raphael’s shares. In addition to the issuance of shares, Raphael Israel has also agreed to pay Wolc a royalty fee equal to 15% of the net royalties generated from sales of Raphael Israel’s pharmaceutical drug products that are developed at Rambam in Israel.
On July 27, 2022, the Company issued 100,500 shares of common stock to Wolc in connection with the engagement agreement. The value of such issued shares was based on the value of the service provided, which amounted to $100,000. In June 2023, the Company issued 201,000 shares of common stock to Wolc in connection with the services agreement dated October 2020.The value of the shares issued was based on the value of the service provided, which amounted to $200,000.
On July 31, 2025, we entered into a service agreement with Zvi Laufer, pursuant to which Mr. Laufer will serve as a member of our Board. Pursuant to the service agreement, we will grant Mr. Laufer warrants to purchase up to 300,000 shares of common stock at an exercise price of $0.75 per share. The warrants will expire on July 31, 2027.
Except for the above, we have not engaged in any off-balance sheet arrangements, such as the use of unconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.
We do not believe that our off-balance sheet arrangements and commitments have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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Current Outlook
We have financed our operations to date primarily through proceeds from our founder’s capital and issuance of shares and warrants. We have incurred losses and generated negative cash flows from operations since inception. To date we have not generated revenue, and we do not expect to generate significant revenues from the sale of our products in the near future.
We do not believe that our current cash on hand will be sufficient to fund our projected operating requirements. This raises substantial doubt about our ability to continue as a going concern. At this time, there is no guarantee that we will be able to obtain an adequate level of financial resources required for the short and long-term support of our operations or that we will be able to obtain additional financing as needed, or meet the conditions of such financing, or that the costs of such financing may not be prohibitive. These conditions raise substantial doubt about our ability to continue as a going concern for a period within one year from the date of the financial statements included elsewhere in this Quarterly Report.
As of June 30, 2025, our cash and cash equivalents were $20,000. We believe that our existing cash and cash equivalents will not be sufficient to fund our projected cash requirements through the third quarter of 2025.Therefore, we will require significant additional financing in the near future to fund our operations. We currently anticipate that we will require approximately $700,000 for research and development activities over the course of the next 12 months. We also anticipate that we will require approximately $500,000 for capital expenditures over such 12-month period, which consists primarily of expenditures for clinical trials and general Company operating costs.
In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:
| ● | our research and development efforts, including our ability to finish research and development projects or product development within the allotted or expected timeline; |
| ● | the cost, timing and outcomes of seeking to commercialize our products in a timely manner; | |
| ● | our ability to generate cash flows; | |
| ● | economic weakness, including inflation, or political instability in particular foreign economies and markets; | |
| ● | government regulation in our industry, and more specifically, the costs and timing of obtaining regulatory approval or permits to launch our technology in various geographical markets; and | |
| ● | the costs of, and timing for, strengthening our manufacturing agreements for production of our wave energy systems. |
Until we can generate significant revenues, if ever, we expect to satisfy our future cash needs through our existing cash, cash equivalents and short-term deposits, loans, or debt or equity financings. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of, or eliminate research or development plans for, or commercialization efforts with respect to, one or more applications of our products. This may raise substantial doubts about our ability to continue as a going concern.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
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Item 4. Controls and Procedures
Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures
As of June 30, 2025, we conducted an evaluation, under the supervision and participation of management including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level as of June 30, 2025.
Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even internal controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error, and the risk of fraud. The projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies may deteriorate. Because of these limitations, there can be no assurance that any system of internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
This Quarterly Report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to rules of the Commission that exempt from this requirement issuers that are neither accelerated filers nor large accelerated filers.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material changes to our legal proceedings as described in “Item 3. Legal Proceedings” in our Annual Report on Form 10-K, as filed with the SEC on March 31, 2025.
Item 1A. Risk Factors
There have been no material changes to our risk factors from those disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as filed with the SEC on March 31, 2025.
Item 6. Exhibits
EXHIBIT INDEX
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RAPHAEL PHARMACEUTICAL INC. | ||
| Date: August 13, 2025 | By: | /s/ Shlomo Pilo |
| Name: | Shlomo Pilo | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| Date: August 13, 2025 | By: | /s/ Guy Ofir |
| Name: | Guy Ofir | |
| Title: |
Chief Financial Officer (Principal Financial Officer) | |
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Exhibit 10.1
AMENDMENT Dated July 28, 2025 to Sponsored Research Agreement
This AMENDMENT to Sponsored Research Agreement (this “Amendment”), is made effective as of July 28, 2025 and shall amend the Sponsored Research Agreement dated 17 of July 2019, by and between Rambam MedTech LTD (the “RMT”); and Raphael Pharmaceutical LTD (hereinafter: “Raphael”), (all collectively, the “Parties”), as previously amended by certain letters and exhibits, amongst which an Exhibit dated October 10, 2020, Exhibit dated February 28, 2021 and an Appendix dated October 23, 2022 (collectively: the “Agreement”).
WITNESSETH:
WHEREAS the Agreement regulated the terms of the sponsored research project as defined in the Agreement that has been conducted by the Parties;
WHEREAS, the research under the Agreement has been concluded as of December 31, 2024 and the Project Period has lapsed;
WHEREAS Raphael owes certain long due payments to Rambam, based on the Agreement as amended, amounting in a sum of 1,120,623 NIS (including VAT), calculated as of June 30 2025 (the “Debt”), which the Company has to date failed to pay regardless previous discussions, and oral and written agreements;
WHEREAS the Parties wish to rearrange by this Amendment the payment of the Debt and to allow Raphael commercialization of the Products as defined in the Agreement;
Now, THEREFORE, in consideration of their mutual and respective undertakings and covenants contained in the Agreement and herein, the Parties hereto deemed it appropriate to amend the agreement as follows:
| 1. | General |
| 1.1 | Preamble and Exhibits. The preamble to this Amendment and all Exhibits attached hereto form an integral part hereof. |
| 1.2 | Headings. The headings appearing throughout this Amendment are used for convenience of reference and are not to be used or referred to for the purpose of construing this Amendment. |
| 1.3 | Capitalization. Unless otherwise expressly mentioned herein, capitalized term used but not defined herein shall have the respective meanings assigned to such terms in the Agreement. |
| 2. | Scope of This Amendment |
The Parties agree to make the following amendments in the Agreement regarding the payment of the Debt and to establish a framework that will allow Raphael to commence commercialization of the Products based on the Agreement:
| 2.1 | Acknowledgment of Debt and Payment |
| 2.1.1 | Clause 6.8 to the Agreement shall be amended to include the following additional subsections: |
“6.8.4 Acknowledgment of Debt. Raphael hereby acknowledges and confirms that it owes to RMT the sum total of 1,120,623 NIS (including VAT), calculated as of June 30 2025 (the “Debt”), representing the outstanding balance due and payable under the Agreement, which does not take into account any sums due under the Agreement in respect of any commercialization of any Products by Raphael. As of July 1st 2025 and until full repayment of the Debt The Debt shall bear, an annual accrued interest of 0.00 %, which will be added to and accrued on the amount of the Debt. Any payment on account of the Debt shall first be first used to pay any accrued interest and thereafter for payment of the remaining balance of the Debt, until all the interest and balance of the Debt are paid.
6.8.5 Repayment from New Investments. Raphael hereby undertakes to prioritize and use its best efforts to repay the Debt as soon as possible from any investment raised by Raphael as of the date hereof. Upon receipt of any new investment, Raphael shall promptly notify RMT and allocate a portion of at least _80% out of such investment toward the repayment of the Debt. New Investments shall include, without limitation, any capital investments, owners loans, bridge loans, and sums received as part of a strategic cooperations.
6.8.6 Modified Royalty Rate. Notwithstanding anything to the contrary in Clauses 6.8.1, 6.8.2, and 6.8.3, and without limitation to any Royalties due under the Agreement in respect of any commercialization of Products, which shall added to and accrued on top of the Debt as defined above, it is agreed that until the Debt (including due Royalties under the Agreement) is fully repaid, Raphael shall pay to RMT royalties at a rate of 80% of all revenues generated from sales of the Products as defined under the Agreement. Upon full repayment of the Debt (including any accrued Royalties added thereto as aforementioned), the royalty rates shall automatically revert to the rate specified in Clause 6.8.1 of the Agreement.
6.8.7 Authorization to Commercialization of Products under the Agreement. Subject to Raphael’s compliance with the terms of Clause 6.8, RMT hereby authorizes Raphael to commence sales of Products incorporating or based on the research results or intellectual property developed under the Agreement.
6.8.8. Information. Raphael shall allow RMT’s representative access to its records in all matters that concern the commercialization of Products and New Investments, so that such representative would be able to determine whether Raphael meets its undertakings hereunder. Such representative may be an external CPA that RMT engages for this purpose or another qualified person.
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6.8.9 Dead-Line for repayment of the Debt. Without limitation to any other payment undertakings as set above, Raphael undertakes to repay the Debt no later than April 30th, 2026 (the “Final Debt Repayment Date”). In case that by the Final Debt Repayment Date, Raphael shall not repay the Debt in full including interest and additional Royalties as aforementioned, or in case that Raphael otherwise breaches its repayment obligations hereunder or the Agreement and does not cure such breach within up to 7 days from RMT notice, RMT shall be entitled, without limitation to its other remedies under the Agreement and any applicable law, to (i) demand immediate repayment of the then outstanding unpaid balance of the Debt in one instalment, and take any enforcement measures it finds appropriate; (ii) notwithstanding anything to the contrary in the Agreement, including without limitation Sections 6.4 and 6.8.2 thereto, RMT may in such case (a) assume lead over the preparation, filing, prosecution and maintenance of the Joint IP, with full cooperation on part of Raphael; and (b) take such measure, at its discretion, and with full cooperation on part of Raphael, to independently commercialize Joint IP in any manner it deems fit (including without limitation by way of a license, sub-license, sale, transfer or lease to third party any such IP, as well as the rights to develop, make or have made and commercialize Products as defined), while it is agreed that any consideration received from the commercialization of any such Joint IP shall be used first and foremost to repay any unpaid balance of the Debt; and (iii) RMT may in such case, at its discretion, terminate Raphael’s rights to further use or commercialize any Joint IP and any Products under the Agreement.”
| 2.2 | Intellectual Property |
For the avoidance of doubt, the Parties agree that all provisions in the Agreement relating to the perfection and prosecution of Joint IP shall remain in full force and effect with respect to all intellectual property created during the term of the Agreement, even if not yet registered or filed for registration.
| 3. | Each party represents that it has received all the requisite approvals and authorizations required to execute this Amendment. |
| 4. | Miscellaneous |
| 4.1 | Validity of the Agreement. Except as expressly set forth in this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. |
| 4.2 | Conflicts. In the event of a conflict between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall prevail. |
| 4.3 | Without limitation to the aforementioned, Section 10 of the Agreement (`Miscellaneous’) shall apply to this Amendment. |
[signature page .follows]
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IN WITNESS WHEREOF, the Parties have signed this Addendum as of the date hereinabove set forth.
BY AND BETWEEN:
Rambam Pled-Tech Ltd 51.4496587 | ||
| Rambam MedTech LTD | ||
| /s/ Roee Atlas | ||
| By: | Roee Atlas | |
| Title: | CEO | 290725 |
| Raphael Pharmaceutical INC. | ||
| /s/ Shlomo Pilo | ||
| By: | Shlomo Pilo | |
| Title: | CEO | |
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Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Shlomo Pilo, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Raphael Pharmaceutical Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant ’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 13, 2025 | By: | /s/ Shlomo Pilo |
| Shlomo Pilo | ||
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Guy Ofir, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Raphael Pharmaceutical Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant ’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 13, 2025 | By: | /s/ Guy Ofir |
| Guy Ofir | ||
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the quarterly report of Raphael Pharmaceutical Inc., or the Company, on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof, or the Report, I, Shlomo Pilo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: August 13, 2025 | /s/ Shlomo Pilo |
| Shlomo Pilo | |
| Chief Executive Officer |
Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the quarterly report of Raphael Pharmaceutical Inc., or the Company, on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof, or the Report, I, Guy Ofir, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: August 13, 2025 | /s/ Guy Ofir |
| Guy Ofir | |
| Chief Financial Officer |