RAPH 10-K/A
Raphael Pharmaceutical Inc. (RAPH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
For the fiscal year ended
For the transition period from ____________ to ____________
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| Large accelerated filer | ☐ | Accelerated filed | ☐ |
| ☒ | 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. ☐
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has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
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is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of the last business day of the registrant’s most recently completed second fiscal quarter the registrant did not have any publicly traded securities.
As of May 25, 2023, there were
Documents Incorporated By Reference: None.
EXPLANATORY NOTE
Raphael Pharmaceutics Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 24, 2023 (the “Original Filing”), for the sole purpose of amending and restating the disclosure provided in Item 9 of Part II and including the audit letter of Brightman Almagor Zohar & Co., a firm in the Deloitte global network (the “Former Auditor”), in Item 15 of Part IV, which were inadvertently omitted from the Original Filing.
In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 have been re-executed as of the date of, and are re-filed as part of, this Amendment as Exhibits 12.1, 12.2, 13.1 and 13.2.
Other than expressly set forth herein, this Amendment does not reflect events occurring after the date of the filing of the Original Filing or modify or update any of the other disclosures contained therein in any way.
TABLE OF CONTENTS
| Item No. | Description | Page | ||
| PART II | 1 | |||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 1 | ||
| PART IV | 2 | |||
| Item 15. | Exhibits and Financial Statement Schedules | 2 | ||
| Signatures | 4 | |||
i
PART II
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
As previously disclosed by the Company on a Form 8-K filed with the Securities and Exchange Commission on July 7, 2022, on July 5, 2022, the board of directors of the Company dismissed Brightman Almagor Zohar & Co., a firm in the Deloitte global network (the “Former Auditor”), as the Company’s independent registered public accounting firm, effective July 5, 2022.
Except for an explanatory paragraph in the Former Auditor’s audit report regarding substantial doubt about the Company’s ability to continue as a going concern, the audit reports of the Former Auditor on the Company’s financial statements for the fiscal years ended December 31, 2021 and 2020 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through July 5, 2022, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).
The Company provided the Former Auditor with a copy of the foregoing disclosures and requested that the Former Auditor furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of the letter provided by the Former Auditor, dated July 7, 2022, is filed as Exhibit 16.1 to our Form 8-K filed on July 7, 2022.
On July 5, 2022, the board of directors of the Company approved the engagement of Weinstein International. C.P.A. (the “New Auditor”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, effective upon the effectiveness of the dismissal of the Former Auditor. During the fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through July 5, 2022, neither the Company, nor anyone on its behalf, consulted the New Auditor regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by the New Auditor that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
1
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Financial Statements.
2
RAPHAEL PHARMACEUTICAL INC. AND ITS SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2022
U.S. DOLLARS IN THOUSANDS
INDEX
- - - - - - - - - - -
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Raphael Pharmaceutical Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Raphael Pharmaceutical Inc. and its subsidiary (the “Company”) as of December 31, 2022, the related consolidated statements of comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1b to the financial statements, the Company’s lack of revenues and accumulated operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1b. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous Auditor
This is the first year for which we have served as auditor. The previous year was audited by a different auditor whose permission we have received to serve as the current auditor.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
|
A Member Of The | |
| www.dwacc.com | International Accounting Group |
A: Ha-Rekhev St 8, Tel Aviv-Yafo IL | US Number: 1-661-466-2466 | Local: +972-58–6886666 | E: [email protected]
F-2
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Issuance of share capital and warrants - Changes in Ordinary Share Capital– Refer to Note 7 to the Consolidated Financial Statements
Critical Audit Matter Description
During the year ended December 31, 2022, the Company raised equity in the aggregate amount of $896 thousands, through equity transactions, by issuing shares and warrants.
We deemed our audit over the issuance of share capital and warrants as a critical audit matter because of the magnitude of the transactions and the increased extent of auditing effort, in relation to the audit as a whole, to evaluate management’s classification of the equity transactions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the issuance of share capital and warrants transactions included the following, among others:
| ● | We read the agreements and analyzed the terms of the Company’s equity transactions. |
| ● | We evaluated management’s interpretation and application of the relevant accounting guidance in relation to the appropriateness of the equity classification of warrants issued in these transactions. |
| ● | We agreed the consideration received from the transactions to the respective bank statements. |
| ● | We compared the shares issued and outstanding to the confirmation obtained directly from the transfer agent. |
/s/ Weinstein International CPA
Weinstein International CPA
Tel Aviv, Israel
March 23, 2023
We have served as the Company’s auditor since 2022.
| www.dwacc.com |
A Member Of The International Accounting Group |
A: Ha-Rekhev St 8, Tel Aviv-Yafo IL | US Number: 1-661-466-2466 | Local: +972-58–6886666 | E: [email protected]
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Raphael Pharmaceutical Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Raphael Pharmaceutical Inc. and its subsidiary (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of comprehensive loss, changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1b to the financial statements, the Company’s lack of revenues and accumulated operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1b. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-4
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Changes in Ordinary Share Capital – refer to note 7 to the consolidated financial statements
Critical Audit Matter Description
During the year ended December 31, 2021, the Company raised equity in the aggregate amount of $1,290 thousands, through equity transactions, by issuing shares and warrants.
We deemed our audit over the allocation, classification and accuracy of equity transactions as challenging from a perspective of audit effort in comparison to our audit as a whole, because of the amount of equity transactions and due to the magnitude of total amounts raised. As such, we believe this represents a critical audit matter.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to equity transactions included the following, among others:
| ● | We read the agreements and analyzed the terms of the Company’s equity transactions. |
| ● | We evaluated the interpretation and application of the relevant accounting guidance in relation to the appropriateness of the equity classification of warrants issued in these transactions. |
| ● | We agreed the consideration received from the transactions to the respective bank statements. |
| ● | We compared the shares issued and outstanding to the confirmation obtained directly from the transfer agent. |
/s/
Certified Public Accountants
A Firm in the Deloitte Global Network
March 30, 2022
We have served as the Company’s auditor since 2021.
F-5
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
U.S dollars in thousands (except for share and per share data)
| Note | As of December 31, | |||||||||||
| 2022 | 2021 | |||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||
| Other current assets | 3 | |||||||||||
| Total current assets | ||||||||||||
| Non-Current assets: | ||||||||||||
| Fixed asset, net | ||||||||||||
| Total assets | $ | $ | ||||||||||
| Liabilities and stockholders’ equity (deficit) | ||||||||||||
| Current liabilities: | ||||||||||||
| Other accounts payable and accrued expenses | 4 | |||||||||||
| Payable to related party | ||||||||||||
| Total current liabilities | ||||||||||||
| Stockholders’ equity (deficit): | ||||||||||||
| Common stock, $ | ||||||||||||
| Authorized: 21,020,560 shares; | ||||||||||||
| Issued and outstanding: | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Total stockholders’ equity | ||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-6
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
U.S dollars in thousands (except for share and per share data)
| Note | For the year ended December 31, | |||||||||||
| 2022 | 2021 | |||||||||||
| Research and development expenses | 10a | $ | $ | |||||||||
| General and administrative expenses | 10b | |||||||||||
| Operating loss | ||||||||||||
| Total financial expense, net | 10c | ( | ) | |||||||||
| Net loss and comprehensive loss | ||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-7
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES STOCKHOLDERS’ IN EQUITY (DEFICIT)
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, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock and warrants | ||||||||||||||||||||
| Issuance of common stock in exchange for services | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common stock | Additional paid-in | Accumulated | Total | |||||||||||||||||
| Number | Amount | capital | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2021 (**) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock and warrants | ||||||||||||||||||||
| Effect of reverse recapitalization transaction (Notes 1a and 7b) | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| (*) |
| (**) |
The accompanying notes are an integral part of the consolidated financial statements.
F-8
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S dollars in thousands (except for share and per share data)
| Year Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| 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 | ||||||||
| Changes in: | ||||||||
| Other current assets | ( | ) | ||||||
| Related parties | ( | ) | ||||||
| Other accounts payables and accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of fixed assets | ( | ) | ||||||
| Net cash provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Receipt of a loan | ||||||||
| Proceeds from issuance of common stock and warrants | ||||||||
| Cash acquired in the reverse recapitalization (*) | ||||||||
| Net cash provided by financing activities | ||||||||
| Change in cash and cash equivalents | ||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||
| Cash and cash equivalents at the end of the year | $ | $ | ||||||
| Non cash supplement | ||||||||
| Issuance of shares for past services (Note 7e) | $ | $ | ||||||
| Non cash issuance costs (Note 7g) | $ | $ | ||||||
| (*) Cash acquired in the reverse recapitalization: | ||||||||
| Current assets (excluding cash and cash equivalents) | ( | ) | ||||||
| Current liabilities | ||||||||
| Reverse recapitalization effect on equity | ||||||||
| Cash acquired in connection with reverse recapitalization transaction | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-9
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. From April 1, 2011 until December 31, 2019, the Company was not active.
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,
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 consolidated 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 pre-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 December 31, 2022, the
Company’s accumulated deficit was $
F-10
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 1:- GENERAL (Cont.)
The Company has funded its operations to date primarily through equity financing.
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.
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
| a. | Basis of presentation: |
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The consolidated financial statements include the accounts of the Company and its subsidiary. Intercompany accounts and transactions have been eliminated upon consolidation.
| b. | Use of estimate in preparation of financial statements: |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
F-11
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| c. | Financial statements in United States dollars: |
The Company’s functional currency is the U.S. dollar (“dollar” or “$”) since the dollar is the currency of the primary economic environment in which the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in currencies other than dollars have been re-measured to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in currencies other than dollars are reflected in the statements of comprehensive loss as financial expenses, net.
| d. | Cash and cash equivalents: |
Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less as of the date acquired and that are exposed to insignificant risk of change in value.
| e. | Fair value measurements: |
The carrying values of Company’s financial assets and liabilities, including cash and cash equivalents, other current assets, related parties, accounts payable and accrued expenses approximate their fair value due to the short-term maturity of these instruments.
| f. | Research and development expenses: |
Research and development expenses are charged to the statements of comprehensive loss as incurred.
| g. | Income taxes: |
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 prescribes the use of the liability method whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. As of December 31, 2022, and 2021, the Company had a full valuation allowance on its deferred tax assets.
| h. | Basic and diluted net loss per share: |
Earnings or loss per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to ASC 260-10-45. Pursuant to ASC 260-10-45-10 through 260-10-45-16 Basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Loss available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) from loss from operating loss (if that amount appears in the statements of comprehensive loss) and also from net loss.
F-12
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common stock had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.
The net loss per share and the weighted average number of shares used in computing basic and diluted net loss per share is as follows:
| For the Year Ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Numerator: | ||||||||
| Net loss applicable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| $ | ( | ) | $ | ( | ) | |||
| i. | Leases |
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize their leases contracts as assets and liabilities in the financial statements. Furthermore, the ASU requires the Company to continue recognizing expenses but recognize expenses on their statements of comprehensive loss in a manner similar to current lease accounting. The amendments in this ASU are effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, to allow a company to elect an optional modified retrospective transition method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption.
Effective January 2019, the Company adopted the new lease accounting standard. The Company elected to apply the practical expedients permitted under the transition guidance within the new standard. As such, there was no impact on the Company’s financial statements as a result of adopting ASU 2016-02. See note 6a for more details.
| j. | Recently issued accounting pronouncements |
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses.
F-13
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard did not have a significant impact on the Company’s consolidated financial statements.
In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The standard did not have a significant impact on the Company’s consolidated financial statements.
NOTE 3:- OTHER CURRENT ASSETS
| As of December 31, | ||||||||
| 2022 | 2021 | |||||||
| Receivables from governmental authorities | $ | $ | ||||||
| Prepaid expenses | ||||||||
| $ | $ | |||||||
NOTE 4:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| As of December 31, | ||||||||
| 2022 | 2021 | |||||||
| Account payables | $ | $ | ||||||
| Accrued expenses | ||||||||
| $ | $ | |||||||
F-14
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 5:- CONTINGENT LIABILITIES AND COMMITMENTS
| a. | Lease commitments: |
Starting February 1, 2022, the Company
began renting its offices from a third party for a rental monthly fee of approximately $
The Company elected to apply the practical expedients permitted under the transition guidance within the new standard, and the Company also elected not to apply the recognition requirements in the lease standard to short-term leases (less than 12 months) as of the adoption date. As such, there was no impact on the Company’s financial statements as a result of adopting ASU 2016-02.
| b. | Rambam research agreement |
The Company’s research and development
efforts relating to its COVID-19 and rheumatoid arthritis (“RA”) product candidates are being conducted by Rambam Med-Tech
Ltd., or Rambam MT, a part of the Rambam Health Care Campus in Israel, in accordance with a Sponsored Research Agreement (the “Research
Agreement”), that was entered into by the Company and Rambam MT in July 2019, to be in effect for a period of 48 months and which
includes a non-compete extension option for an additional 48 months of research and development. Pursuant to the Research Agreement, the
Company agreed to pay Rambam MT $
As of December 31, 2022 the Company paid
$
In October 2022, the Company and Rambam
signed an appendix to the Research Agreement, according to which the objective of the new study will be to identify a novel cannabinoid
based patentable formulation to treat Rheumatoid diseases.
| c. | Way of Life Cannabis research 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.
F-15
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 5:- CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)
In accordance with Raphael Israel’s
agreement with Wolc, Raphael Israel has agreed to issue to certain persons affiliated with Wolc
In February 2023 the Company and Wolc signed an appendix to the agreement, refer to Note 11d.
| d. | Consulting agreement executive officers: |
On July 5, 2022 the Company singed several agreements with it’s executive officers:
| ● | Service agreement with Chief Executive Officer– the Company entered into an agreement with Sheffa Enterprises Inc, a company wholly owned by the Company’s Chief Executive Officer (“CEO”). According to the terms of the agreement, the CEO will provide services to the Company until December 31, 2024 (“termination date”). The fees for his services will be $ |
| ● | Service agreement with Chief Financial Officer– The services will consist of financial services, legal advice and serve as a director of the Company. Base compensation will be $ |
| ● | Consulting agreement with the Chief Technology Officer - the Company entered into an amendment agreement with its Chief Technology Officer (“CTO”). The fees for his services will be $ |
F-16
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 5:- CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)
Furthermore, the CTO will receive
NOTE 6:- STOCKHOLDERS’ EQUITY
| a. | Between January and September 2021, the Company raised $ |
| b. | On May 14, 2021, the Company, completed a Share Exchange pursuant to which the Company issued |
| c. | In October through December 2021, the Company raised $ |
| d. | On March 2, 2022, the Company raised $ |
| e. | On March 15, 2022, the Company issued |
| f. | On April 28, 2022, the Company signed an agreement to raise $ |
F-17
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 6:- STOCKHOLDERS’ EQUITY (Cont.)
| g. | On April 28, 2022 the Company and a certain investor signed a finder fee agreement according to which the Company will issue to the investor |
| h. | On May 2, 2022, the Company signed several agreements to raise $ |
In addition, it was agreed that the
Company will issue
| i. | On June 27, 2022, the Company signed an agreement to raise $ |
| j. | On June 30, 2022, the Company issued |
| k. | On July 27, 2022, the Company issued |
| l. | On July 27, 2022, the Company issued |
| m. | On September 8, 2022, the Company issued |
| n. | On September 8, 2022, the Company issued |
| o. | On October 21, 2022, the Company signed an agreement to raise $ |
F-18
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 6:- STOCKHOLDERS’ EQUITY (Cont.)
| p. | On October 26, 2022, the Company issued |
| q. | On November 4, 2022, the Company signed an agreement to raise $ |
| r. | In December 2022, the Company signed an agreement to raise $ |
| s. | In December 2022, the Company signed an agreement to raise $ |
As of December 31, 2022, there were
NOTE 7:- RELATED PARTIES BALANCES AND TRANSACTIONS
| A. | Balances |
The following related party payables are included in accounts payable and accrued expenses.
| As of December 31, | ||||||||
| 2022 | 2021 | |||||||
| Payables to related party - Officers (*) | ||||||||
| (*) |
F-19
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 7:- RELATED PARTIES BALANCES AND TRANSACTIONS (Cont.)
| B. | Transactions |
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Consulting services (*) | ||||||||
| Legal fee (**) | ||||||||
| (*) | Including salary expenses to Company’s CEO. For further details on the consulting agreement with Company’s CEO, refer to Note 6d. |
| (**) |
| (***) | During 2022, Company’s Chief Technology Officer fees and Directors’ fee were $ |
| (****) | In 2022, the Company recorded share-based compensation expenses of $ |
NOTE 8:- TAXES ON INCOME
Income tax rates applicable to the Company in
2021 and 2020 was
| b. | Foreign income tax: |
| 1. | Income tax rates: |
Presented hereunder are the income tax rates relevant to the Company’s Israeli subsidiary
| 2021 - |
| 2020 - |
F-20
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 8:- TAXES ON INCOME (Cont.)
| 2. | As of December 31, 2022, the Company had U.S. federal net operating loss carryforwards of approximately available to reduce future taxable income. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a
The Company’s Israeli subsidiary have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately $XX as of December 31, 2022. |
| c. | Deferred income taxes: |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:
| As of December 31, | ||||||||
| 2022 | 2021 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forward | $ | $ | ||||||
| Deferred tax asset before valuation allowance | ||||||||
| Valuation allowance | ( | ) | ||||||
| Net deferred tax asset | $ | $ | ||||||
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized.
The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance as of December 31, 2022 and 2021.
| d. | Reconciliation of the theoretical tax expense to the actual tax expense: |
The main reconciling item between the statutory tax rate of the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated net operating losses carried forward due to the uncertainty of the realization of such deferred taxes.
F-21
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 8:- TAXES ON INCOME (Cont.)
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Net loss, as reported in the consolidated statements of comprehensive loss | $ | $ | ||||||
| Statutory tax rate | % | % | ||||||
| Computed “expected” tax income | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Taxes on income | $ | $ | ||||||
NOTE 9:- SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA
| a. | Research and development expenses: |
| For the Year Ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| Subcontractors and consultants | $ | $ | ||||||
| Share based compensation | ||||||||
| Laboratory services | ||||||||
| $ | $ | |||||||
| b. | General and administrative expenses: |
| For the Year Ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| Professional services | $ | $ | ||||||
| Share based compensation | ||||||||
| Consulting services | ||||||||
| Rent and office maintenance | ||||||||
| Others | ||||||||
| $ | $ | |||||||
F-22
RAPHAEL PHARMACEUTICAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S dollars in thousands (except for share and per share data)
NOTE 9:- SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA (Cont.)
| c. | Financial expenses, net: |
| For the Year Ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| Bank fees | $ | $ | ||||||
| Exchange rate differences | ( | ) | ||||||
| Total financial expenses, net | $ | $ | ( | ) | ||||
NOTE 10:- SUBSEQUENT EVENTS
| a. | In January 2023, the Company issued |
| b. | On December 30, 2022, the Company signed an agreement to raise $ |
| c. | On January 8, 2023, certain investor of the Company and the Company signed an agreement to raise $ |
| d. | In February 2023, the Company and Wolc signed an appendix to the research agreement, according to which the parties agreed that Wolc provided to the Company 12 out of 15 liters of CBD oil, from a strain of cannabis and the Company will transfer to Wolc the remaining stock per research agreement. In addition, Wolc will transfer the remaining 3 liters of CBD oil to the Company upon Company’s request. |
F-23
(b) Exhibits.
| * | Filed herewith. |
| ** | Furnished herewith. |
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: May 25, 2023 | By: | /s/ Shlomo Pilo |
Shlomo Pilo Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Guy Ofir | |
| Guy Ofir | ||
Chief Financial Officer (Principal Financial Officer and | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: May 25, 2023 | By: | /s/ Shlomo Pilo |
| Shlomo Pilo | ||
| Chief Executive Officer (Principal Executive Officer) |
| Date: May 25, 2023 | By: | /s/ Guy Ofir |
| Guy Ofir | ||
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| Date: May 25, 2023 | By: | /s/ Yehuda Eliya |
| Yehuda Eliya | ||
| Director |
| Date: May 25, 2023 | By: | /s/ Igal Louria Hayon |
| Igal Louria Hayon | ||
| Chief Technology Officer and Director |
4