Raphael Pharmaceutical Inc.

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.

On January 16, 2025, the Company signed an agreement to raise $55 and to issue 115,000 shares of common stock and 55,000 warrants to purchase common stock at an exercise price of $1.00 per share to a certain investor of the Company. The warrants will expire on July 15, 2026.

On January 30, 2025, the Company signed an agreement to raise $50 and to issue 200,000 shares of common stock to a certain investor of the Company.

On March 2, 2025, the Company signed an agreement to raise $100 and to issue 200,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $1.00 per share to Company's Chief Executive Officer. The warrants will expire on July 15, 2026.

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 200,000 of the Company's common stock at an exercise price of $1.00 per share. The warrants will expire on December 31, 2025.

On March 21, 2025, the Company signed an agreement to raise $25 and to issue 50,000 shares of common stock and 10,000 warrants to purchase common stock at an exercise price of $1.00 per share to a certain investor of the Company. The warrants will expire on March 15, 2026.

On March 21, 2025, the Company signed an agreement to raise $10 and to issue 10,000 shares of common stock and warrants to purchase up to 5,000 of the Company’s common stock at an exercise price of $2.50 per share to a certain investor of the Company. The warrants will expire on March 15, 2026.

We claimed exemption from registration under the Securities Act, for the foregoing transactions under Section 4(a)(2) of the Securities Act.