Raphael Pharmaceutical Inc.

Summary Compensation Table

The following sets forth the compensation of our Chief Executive Officer, Chief Financial Officer, and Chief Technology Officer, or our named executive officers, for the fiscal years ended December 31, 2025, and 2024. We do not currently have any other executive officers.

Service Agreements

During fiscal year 2025, we had the following written agreements with our executive officers, including our Chief Executive Officer, Chief Financial Officer and Chief Technology Officer, who are or have served as members of our Board.

Management and Operations Agreement with our Chief Executive Officer

Our Chief Executive Officer provides services to our Company pursuant to a management and operations agreement between the Company and Sheffa Enterprises, Inc., a New Jersey corporation. Since January 1, 2024, we have paid our Chief Executive Officer a monthly fee of $20,000 for his services. The warrants to purchase up to 1,000,000 shares of Common Stock, which were previously issued to Mr. Pilo, at an exercise price of $1.12 per share, were expired unexercised on December 31, 2025. On March 3, 2025, we entered into a new management and operations agreement with our Chief Executive Officer, substantially on the same terms as the agreement described above, effective as of January 1, 2025. The management and operations agreement which was set to expire on December 31, 2025, was extended until December 31, 2026 on December 27, 2025, effective as of January 1, 2026.

The Company may terminate the management and operations 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, we have 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.

Operations Agreement with our Chief Financial Officer

Our Chief Financial Officer provides services to our Company pursuant to an operations agreement between the Company, Model Engineering & Investments SRL, a Romanian Company, and Guy Ofir. Since January 1, 2023, we have paid our Chief Financial Officer a monthly fee of $12,000. In addition, we granted Mr. Ofir 1,000,000 restricted shares of Common Stock and warrants to purchase up to 1,000,000 shares of Common Stock, at an exercise price of $1.00 per share, which expired unexercised on December 31, 2025. On March 3, 2025, we entered into a new operations agreement with our Chief Financial Officer, substantially on the same terms as the agreement described above, effective as of January 1, 2025. The operations agreement, which was set to expire on December 31, 2025 was extended until December 31, 2026 on December 27, 2025, effective as of January 1, 2026.

The Company may terminate the operations 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.

Service Agreement with our Chief Technology Officer

Our Chief Technology Officer 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, which were exercised on November 20, 2025.

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, and expired on December 31, 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.

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.

The Company may terminate the service 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 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

On March 5, 2025, we granted Mr. Dhadha 350,000 restricted shares of the Company’s Common Stock.

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, 2025:

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, 2025 for their service on our Board.