Raphael Pharmaceutical Inc

Summary Compensation Table

The following sets forth the compensation of our Chief Executive Officer during the fiscal year ended December 31, 2023, and the other persons who served as executive officers during the Company’s fiscal year ended December 31, 2023. Unless otherwise noted, the amounts shown represent what was earned in the Company’s fiscal year ended December 31, 2023.

Summary Compensation Table – Fiscal Year Ended December 31, 2023

Our Chief Executive Officer provides services to our Company pursuant to a consulting agreement between Raphael Israel and Sheffa Enterprises, Inc., a New Jersey corporation. Pursuant to the terms thereof, during the period commencing on January 1, 2023 until December 31, 2023, we paid our Chief Executive Officer a monthly fee of $20,000. Commencing on January 1, 2024, we agreed to pay a monthly fee in the amount of $20,000. In addition, in December 2022 we granted Mr. Pilo a warrant to purchase 1,000,000 shares of Common Stock, at an exercise price of $1.12 per share, which shall expire on December 31, 2025. The agreement expires on December 31, 2024. The Company may terminate the agreement prior to the expiration of its term upon 120 days advance notice and the payment of a termination fee equal to the lesser of (i) $360,000, or (ii) the monthly fees payable through the expiration of its term. Furthermore, as disclosed in the agreement, Raphael Israel has undertaken to indemnify Sheffa Enterprises, Inc. against and in respect of any and losses arising out of or due to the operation of the business by Raphael Israel, its affiliates, agents, servants and/or employees.

Our Chief Financial Officer provides services to our Company pursuant to a consulting agreement between Raphael Israel and Guy Ofir & Co. SRL a Romanian Company. Pursuant to the agreement, during the period commencing on January 1, 2023 until December 31, 2023, we paid Mr. Ofir a monthly fee of $12,000. Commencing on January 1, 2024, we agreed to pay a monthly fee in the amount of $12,000. In addition, in December 2022 we granted Mr. Ofir 1,000,000 restricted shares of Common Stock and a warrant to purchase 1,000,000 shares of Common Stock, at an exercise price of $1.00 per share, which shall expire on December 31, 2025. The agreement expires on December 31, 2024. The Company may terminate the agreement prior to the expiration of its term upon 120 days advance notice and the payment to Mr. Ofir of a termination fee equal to the lesser of (i) $120,000, or (ii) the monthly fees payable through the expiration of its term.

Our Chief Technology Officer provides services to our Company pursuant to a consulting agreement, as amended, by and between Dr. Igal Louria Hayoun and Raphael Israel. Pursuant to the terms thereof Dr. Hayoun provides consulting services to the Company to engage with an array of science consultants and to coordinate collaborations with hospitals on medical cannabis research. Raphael Israel paid Dr. Hayoun $9,000 per month and agreed to pay him 15% of the Company’s net royalty’s income from worldwide sales of any of Raphael Israel’s cannabis-based medical indications treating COVID-19, no such payments made during 2023. In addition, in December 2022 we granted Dr. Hayon a warrant to purchase 999,000 shares of Common Stock, at an exercise price of $0.01 per share, which shall expire on July 5, 2024, and in the event we will apply for any clinical trial of cannabis-based treatment or will begin any other new cannabis related research, the Corporation will grant Dr. Hayon a warrant to purchase 350,000 shares of Common Stock at an exercise price of $0.01. The agreement expires on December 31, 2024. The Company may terminate the agreement prior to the expiration of its term upon 120 days advance notice and the payment to Dr. Hayon of a termination fee equal to the monthly fees payable through the expiration of its term.

The Company has no stock option, retirement, pension, or profit sharing programs for the benefit of directors, officers or other employees, but our board of directors may recommend adoption of one or more such programs in the future.

See “Item 13. Certain Relationships and Related Transactions, and Director Independence” below for additional information.

Restricted Stock Awards

Pursuant to the service agreement with our Chief Financial Officer, we granted Guy Ofir 1,000,000 shares of common stock, which were issue in May 2023.

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2023:

Director Compensation

The Company did not pay any fees to their respective directors for attendance at meetings of the board; however, the Company may adopt a policy of making such payments in the future. The Company may reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

The following table sets forth information concerning compensation accrued or paid to our non-employee directors during the year ended December 31, 2023 for their service on our Board. Mr. Yehuda Eliya a director who is not our employee, received no additional compensation for his service as director and is not set forth in the table below: