Raphael Pharmaceutical Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001213900-25-026214
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001213900-26-037402
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 72 previous paragraphs and 76 current paragraphs.
55 unchanged; 16 reworded; 3 added; 1 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 18 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
In August 2025, we announced the completion of product development and the launch of our proprietary natural formula under the “RaphaWell” brand for RA support in the U.S. 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. The finalized “RaphaWell” product is intended 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.
Current report
In November 2025, we, jointly with the Medical Cannabis Research and Innovation Center and Rambam, filed a provisional patent application with the USPTO titled “Raphael Pharmaceutical, Inc. / Rambam MedTech Formula for Treating Neutrophil-Dominant Autoimmune Diseases (including RA)” (Application No. 63/911,729). The application covers the use of our highly purified cannabinoid-based technology platform in the treatment of neutrophil-dominant autoimmune diseases, including our lead product candidate for RA, as well as psoriatic arthritis, inflammatory bowel disease, systemic lupus erythematosus with neutrophil involvement, and gout.
Current report
Our research and development expenses totaled $631 thousand for the year ended December 31, 2025, representing a decrease of $145 thousand, or 18.6%, compared to $776 thousand for the year ended December 31, 2024. The decrease was primarily attributable to lower share based compensation expenses in 2025 compared to 2024, despite multiple grants having been made during 2025.
Removed paragraphs (1)
Previous report
Our research and development expenses totaled $776 thousand for the year ended December 31, 2024, representing an increase of $207 thousand, or 36.3%, compared to $569 thousand for the year ended December 31, 2023. The increase was primarily attributable to one time share based compensation to one of our executives, which was offset by a lower investment in development activity as a result of lower fund raising during the year.
Reworded paragraphs (16)
Previous wording
We have recently completed a Study, for our lead product candidate for the treatment of RA in the U.S. Encouraged by the promising results of the Study, we will continue to investigate our product for the treatment of autoimmune diseases.
Current wording
In December 2024 we completed a Study, for our lead product candidate for the treatment of RA in the U.S. Encouraged by the promising results of the Study, we will continue to investigate our product for the treatment of autoimmune diseases.
Previous wording
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.
Current wording
For this purpose, in October 2022, we entered into an agreement with the Medical Cannabis Research and Innovation Center at Rambam for the development of a new, patentable formulation that combines purified cannabinoids to treat rheumatoid diseases.
Previous wording
Our general and administrative expenses totaled $733 thousand for the year ended December 31, 2024, representing a decrease of $30 thousand, or 3.9%, compared to $763 thousand for the year ended December 31, 2023. The decrease was primarily attributable to lower professional services fees.
Current wording
Our general and administrative expenses totaled $614 thousand for the year ended December 31, 2025, representing a decrease of $119 thousand, or 16.23%, compared to $733 thousand for the year ended December 31, 2024. The decrease was primarily attributable to decrease in professional service fees.
Previous wording
As a result of the foregoing, our operating loss totaled $1,509 thousand for the year ended December 31, 2024, representing an increase of $177 thousand, or 13.3%, compared to $1,332 thousand for the year ended December 31, 2023.
Current wording
As a result of the foregoing, our operating loss totaled $1,245 thousand for the year ended December 31, 2025, representing a decrease of $264 thousand, or 17.49%, compared to $1,509 thousand for the year ended December 31, 2024.
Previous wording
We recognized financing expense, net of $10 thousand for the year ended December 31, 2024, representing a decrease of $2 thousand, or 16.6%, compared to finance expense, net of $12 thousand for the year ended December 31, 2023. The decrease was considered immaterial.
Current wording
We recognized financing expense, net of $34 thousand for the year ended December 31, 2025, representing an increase of $24 thousand, or 240%, compared to finance expense, net of $10 thousand for the year ended December 31, 2024. The increase was primarily attributable to interest on a short-term credit from a related party.
Previous wording
As a result of the foregoing, our loss totaled $ 1,519 thousand for the year ended December 31, 2024, representing a increase of $175 thousand, or 13%, compared to $1,344 thousand for the year ended December 31, 2023.
Current wording
As a result of the foregoing, our loss totaled $1,279 for the year ended December 31, 2025, representing a decrease of $240 thousand, or 15.79%, compared to $1,519 thousand for the year ended December 31, 2024.
Previous wording
The Company has funded its operations to date primarily through equity financing and the issuance of a loan. 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. As of December 31, 2024, we had approximately $19 thousand in cash and cash equivalents, and have invested most of our available cash funds in ongoing cash accounts.
Current wording
The Company has funded its operations to date primarily through equity financing and the issuance of a loan. 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. As of December 31, 2025, we had approximately $0.05 thousand in cash and cash equivalents, and have invested most of our available cash funds in ongoing cash accounts.
Previous wording
Net cash used in operating activities was $532 thousand for the year ended December 31, 2024, compared with net cash used in operating activities of $1,203 thousand for the year ended December 31, 2023. The $671 thousand decrease in the net cash used in operating activities during 2024, compared to 2023, was mainly from lower investment in development activity.
Current wording
Net cash used in operating activities was $210 thousand for the year ended December 31, 2025, compared with net cash used in operating activities of $532 thousand for the year ended December 31, 2024. The $322 thousand decrease in the net cash used in operating activities during 2025, compared to 2024, was mainly due to a lower investment in development activity.
Previous wording
Net cash used in investing activities for the year ended December 31, 2024 was $0 compared to $0 thousand for the year ended December 31, 2023.
Current wording
Net cash used in investing activities for the year ended December 31, 2025 was $0 compared to $0 for the year ended December 31, 2024.
Previous wording
Net cash provided by financing activities for the year ended December 31, 2024 was $321 thousand compared to $1,145 thousand for the year ended December 31, 2023. The decrease of $824 thousand in net cash provided by financing activities during 2024 compared to 2023 was mainly due to lower financing activity in 2024.
Current wording
Net cash provided by financing activities for the year ended December 31, 2025 was $236 thousand compared to $321 thousand for the year ended December 31, 2024. The increase of $115 thousand in net cash provided by financing activities during 2025 compared to 2024 was primarily attributable to proceeds from a loan from a related party.
Previous wording
As of December 31, 2024, our cash and cash equivalents were $19 thousand. We believe that our existing cash and cash equivalents will be sufficient to fund our projected cash requirements through the second 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 $500 thousand for research and development activities over the course of the next 12 months. We also anticipate that we will require approximately $700 thousand for capital expenditures over such 12-month period, which consists primarily of expenditures for clinical trials and general Company operating costs.
Current wording
As of December 31, 2025, our cash and cash equivalents were $45. We believe that our existing cash and cash equivalents will be sufficient to fund our projected cash requirements through the third quarter of 2026. Therefore, we will require significant additional financing in the near future to fund our operations. We currently anticipate that we will require approximately $1 million for research and development activities over the course of the next 12 months. We also anticipate that we will require approximately $1 million for capital expenditures over such 12-month period, which consists primarily of expenditures for clinical trials and general Company operating costs.
Previous wording
On July 17, 2019, we entered into a sponsored 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, which we plan to extend in 2025.
Current wording
On July 17, 2019, we entered into a sponsored 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.
Previous wording
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. Furthermore, in accordance with the terms of the Research Agreement, we and Rambam will have joint ownership of any 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.
Current wording
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 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.
Previous wording
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. As of the date of this Annual 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 $470,000).
Current wording
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 Annual 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 $57,000). The outstanding balance is approximately $298,000 (based on the NIS-USD exchange rate on December 31, 2025).
Previous wording
Our Chief Technology Officer, Dr. Igal Louria Hayon, provides services to our Company pursuant to a service agreement, by and between the Company and Dr. Igal Louria Hayon. Pursuant to the terms thereof Dr. Hayon provides consulting services the Company to engage with an array of science consultants and to coordinate collaborations with hospitals on medical cannabis research. Pursuant to such agreement, we agreed to pay our Chief Technology Officer 15% of the Company’s net royalty’s income from worldwide sales of any of the Company’s cannabis-based medical indications treating COVID-19. Pursuant to Dr. Hayon’s service agreement, 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 warrants to purchase up to 350,000 shares of Common Stock at an exercise price of $0.01. On May 1, 2024, the milestone was met and the Company granted to Dr. Igal Louria Hayon warrants to purchase up to 350,000 shares of Common Stock of the Company at an exercise price of $0.01. The warrants expire on April 30, 2026. On March 3, 2025, we entered into a new service agreement with our Chief Technology Officer, substantially on the same terms as the agreement described above, effective as of January 1, 2025 Pursuant to such service agreement, we agreed to pay our Chief Technology Officer a monthly fee of $24,000 and to reimburse him with certain expenses related to his scientific work.
Current wording
Our Chief Technology Officer, Dr. Igal Louria Hayon, provides services to our Company pursuant to a service agreement, by and between the Company and Dr. Igal Louria Hayon. Pursuant to the terms thereof Dr. Hayon provides consulting services the Company to engage with an array of science consultants and to coordinate collaborations with hospitals on medical cannabis research. Pursuant to such agreement, we agreed to pay our Chief Technology Officer 15% of the Company’s net royalty’s income from worldwide sales of any of the Company’s cannabis-based medical indications treating COVID-19. Pursuant to Dr. Hayon’s service agreement, 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 warrants to purchase up to 350,000 shares of Common Stock at an exercise price of $0.01. On May 1, 2024, the milestone was met and the Company granted to Dr. Igal Louria Hayon warrants to purchase up to 350,000 shares of Common Stock of the Company at an exercise price of $0.01. The warrants were exercised in November 2025.
Previous wording
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.
Current wording
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 are material to investors.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
On March 3, 2025, we entered into a new service agreement with our Chief Technology Officer, substantially on the same terms as the agreement described above, effective as of January 1, 2025 Pursuant to such service agreement, we agreed to pay our Chief Technology Officer a monthly fee of $24,000 and to reimburse him with certain expenses related to his scientific work.
Current report — wording carried from elsewhere
On December 27, 2025 we extended such service agreement with our Chief Technology Officer, effective as of January 1, 2026 and until December 31, 2027. Pursuant to the extension to such service agreement, we agreed to pay our Chief Technology Officer a monthly fee of $12,000 and to reimburse him with certain expenses related to his scientific work.