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Raphael Pharmaceutical Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 14, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001213900-26-056181

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001213900-26-089975

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 69 previous paragraphs and 76 current paragraphs.

44 unchanged; 21 reworded; 11 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 19 previous and 8 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 (11)

Current report

We are a pharmaceutical research and development company focused on the discovery and clinical development of life-improving therapies based on purified cannabinoids. Our lead rheumatoid arthritis, or RA, formulation and our RaphaWell product are based on 98% purified cannabigerol, or CBG, formulated with sesame oil as the carrier.

Current report

Our current RA development platform focuses on highly purified CBG as the principal cannabinoid component, formulated with sesame oil. Our research program has included pre-clinical work at Rambam and a U.S. proof-of-concept clinical study in patients with active RA. We intend to continue evaluating the formulation, its mechanism of action and its potential applications through additional research and, where applicable, regulatory pathways.

Current report

Our development strategy is centered on our proprietary purified CBG formulation and the scientific data generated through our research collaborations and clinical work.

Current report

We believe that our purified CBG-based platform may offer a differentiated approach for further research and product development. The results of our prior studies do not guarantee that we will receive regulatory approval for any pharmaceutical product candidate or that any future study will produce favorable results.

Current report

General and Administrative Expenses. Our general and administrative expenses totaled $159,000 for the three months ended June 30, 2026, representing a decrease of $15,000, or 9%, compared to $174,000 for the three months ended June 30, 2025. The decrease was primarily due to decrease in professional services in the second quarter.

Current report

Six months ended June 30, 2026 compared to the six months ended June 30, 2025

Current report

Revenues. We had no revenues during the six months ended June 30, 2026 and June 30, 2025.

Current report

Research and Development Expenses. Our research and development expenses totaled $77,000 for the six months ended June 30, 2026, representing a decrease of $136,000, or 64%, compared to $213,000 for the six months ended June 30, 2025. The decrease was primarily attributable to decrease in CTO service expenses and expenses due to the research agreement with Rambam.

Current report

Operating Loss. Our operating loss totaled $422,000 for the six months ended June 30, 2026, representing a decrease of $318,000, or 43%, compared to $740,000 for the six months ended June 30, 2025. The decrease was due to the decrease in our research and development expenses and a decrease in our general and administrative expenses.

Current report

*Financial Expense, net.*We recognized financial expense, net of $30,000 for the six months ended June 30, 2026, representing an increase of $19,000, or 173%, compared to $11,000 for the six months ended June 30, 2025. The increase was primarily due to a risk premium expense of a loan from a related party and exchange differences.

Current report

Net Loss. As a result of the foregoing, our net loss totaled $452,000 for the six months ended June 30, 2026, representing a decrease of $299,000, or 40%, compared to $751,000 for the six months ended June 30, 2025. The decrease was primarily due to lower research and development expenses and lower general and administrative expenses, partially offset by higher financial expense.
Removed paragraphs (4)

Previous report

We are a pharmaceutical drug research and development company focused on the discovery and clinical development of life-improving drug therapies based on cannabinoids, including cannabidiol, or CBD, oil. Unless indicated otherwise, we plan on using oil derived from CBD strains with low levels of Tetrahydrocannabinol, or THC. All references to the use of CBD in our product candidates refer to CBD strains with less than 0.3% of THC.

Previous report

Our discovery platform currently focuses the use of CBD oil, one of the cannabinoids in cannabis plants, as the active pharmaceutical ingredient, or API, for our RA product candidate and COVID-19 product candidate. Research results published in 2018 (“Translational Investigation of the Therapeutic Potential of Cannabidiol (CBD): Toward a New Age”) has shown that there may be benefits to treading medical conditions, or their effects, with cannabinoids, and more specifically, with CBD, which may help reduce chronic pain by impacting endocannabinoid receptor activity, reducing inflammation and interacting with neurotransmitters. This research has also shown that CBD may have neuroprotective properties, and could have the ability to (i) reduce anxiety and depression, (ii) alleviate cancer-related symptoms, (iii) reduce acne and (iv) benefit heart health.

Previous report

Over the last few years, pharmaceutical drug products that include parts of the cannabis plant have begun to receive regulatory approvals for use in patients suffering from certain disorders, as highlighted below.

Previous report

In light of the past regulatory approvals for other pharmaceutical drug products and, more specifically, the potential beneficial effects of CBD and other parts of the cannabis plant, we believe that a drug discovery platform based on CBD may offer new and differentiated treatment options for patients. Prior regulatory approvals of other companies’ pharmaceutical drug products do not serve as an indication as to the ability or likelihood that we receive regulatory approval to commercialize any of our product candidates.
Reworded paragraphs (21)

Previous wording

On May 14, 2021, Raphael Pharmaceutical Ltd., an Israeli company, and Easy Energy, Inc., a Nevada corporation, completed a share exchange agreement, or the Share Exchange, pursuant to which the shareholders of Raphael Pharmaceutical Ltd. became the holders of 90% of the issued and outstanding share capital of Easy Energy, Inc., while Easy Energy, Inc.’s shareholders hold, following the share exchange, 10% of Easy Energy, Inc. On May 19, 2021, as agreed by the parties to the Share Exchange, Easy Energy, Inc. changed its name to Raphael Pharmaceutical Inc. Unless otherwise mentioned or unless the context requires otherwise, when used in this Quarterly Report, the terms “Raphael,” “Company,” “we,” “us,” and “our” refer to Raphael Pharmaceutical Inc. and its subsidiary, Raphael Pharmaceutical Ltd., or Raphael Israel. References to Easy Energy are to Easy Energy, Inc. Unless otherwise mentioned or unless the context requires otherwise, the information provided in this Quarterly Report relates to Raphael Israel.

Current wording

On May 14, 2021, Raphael Pharmaceutical Ltd., an Israeli company, and Easy Energy, Inc., a Nevada corporation, completed a share exchange agreement, or the Share Exchange, pursuant to which the shareholders of Raphael Pharmaceutical Ltd. became the holders of 90% of the issued and outstanding share capital of Easy Energy, Inc., while Easy Energy, Inc.’s shareholders hold, following the share exchange, 10% of Easy Energy, Inc. On May 19, 2021, as agreed by the parties to the Share Exchange, Easy Energy, Inc. changed its name to Raphael Pharmaceutical Inc. Unless otherwise mentioned or unless the context requires otherwise, when used in this Quarterly Report, the terms “Raphael,” “Company,” “we,” “us,” and “our” refer to Raphael Pharmaceutical Inc. and its subsidiary, Raphael Pharmaceutical Ltd., or Raphael Israel. References to Easy Energy are to Easy Energy, Inc. Unless otherwise mentioned or unless the context requires otherwise, the information provided in this Quarterly Report on Form 10-Q relates to Raphael Israel.

Previous wording

This Quarterly Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, which includes information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

Current wording

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, which includes information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

Previous wording

In addition, we are aiming to develop a novel treatment for asthma. At Rambam Health Care Campus, Rambam Med-Tech Ltd., or Rambam, we have successfully conducted studies using human-derived immune cells and mouse models to advance our understanding both COVID-19 and RA products. Due to the similarity of COVID-19 and asthma symptoms, such studies also advance our understanding of asthma and its treatment. Since the volume of COVID-19 testing has been decreasing, we decided to leverage our knowledge and understanding of COVID-19 to study asthma as well.

Current wording

In addition, we are aiming to develop a novel treatment for asthma. At Rambam Health Care Campus, Rambam Med-Tech Ltd., or Rambam, we have successfully conducted studies using human-derived immune cells and mouse models to advance our understanding of both COVID-19 and RA products. Due to the similarity of COVID-19 and asthma symptoms, such studies also advance our understanding of asthma and its treatment. Since the volume of COVID-19 testing has been decreasing, we decided to leverage our knowledge and understanding of COVID-19 to study asthma as well.

Previous wording

In April 2024 we began the Study in the U.S., leveraging insights from the pre-clinical experiments we have conducted at the Rambam. This Study aimed to evaluate the Company’s Cannabinoid based formula, or Raphael’s Formula, in patients with active RA. The single-group Study was managed by MindMate, Inc. dba Citruslabs, or Citruslabs, and conducted in Santa Monica, California, U.S., under Institutional Review Board, or IRB, approval, in compliance with applicable FDA regulations and in accordance with applicable industry standards and regulations. An IRB is an appropriately constituted group that has been formally designated to review and monitor biomedical research involving human subjects.

Current wording

In April 2024 we began the Study in the U.S., leveraging insights from the pre-clinical experiments we conducted at Rambam. The Study evaluated the Company’s purified CBG-based formula, or Raphael’s Formula, in patients with active RA. The single-group Study was managed by MindMate, Inc. dba Citruslabs, or Citruslabs, and conducted in Santa Monica, California, U.S., under Institutional Review Board, or IRB, approval and in accordance with applicable FDA regulations and industry standards governing the Study. An IRB is an appropriately constituted group that has been formally designated to review and monitor biomedical research involving human subjects.

Previous wording

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 is 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, which to our belief, proved its credibility and efficacy.

Current wording

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 followed the completion of a clinical study conducted under IRB approval, including participants with severe RA. The finalized RaphaWell formulation consists of 98% purified CBG with sesame oil as the carrier and is intended to be sold as a standalone, clinically tested dietary supplement targeting the wellness market. The formulation is plant-derived and was associated with no reported side effects during the Study. RaphaWell has undergone clinical testing in the Study described above; these study results do not constitute FDA approval of RaphaWell as a drug.

Previous wording

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 wording

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 is directed to the use of a formulation centered on highly purified CBG and sesame oil in connection with neutrophil-dominant autoimmune diseases, including our lead RA program, as well as psoriatic arthritis, inflammatory bowel disease, systemic lupus erythematosus with neutrophil involvement, and gout.

Previous wording

Our vision is to emerge as a pioneering company at the forefront of formulating pharmaceutical drugs that harness the potential of purified cannabinoids and full-spectrum CBD oil. Our primary mission is to cater to the unmet medical requirements of patients grappling with various disorders, with a particular focus on conditions linked to inflammation, such as autoimmune diseases, asthma, RA and COVID-19.

Current wording

Our vision is to emerge as a pioneering company at the forefront of developing pharmaceutical and wellness formulations that harness the potential of purified CBG and related cannabinoid science. Our primary mission is to address unmet needs associated with inflammatory conditions, with a particular focus on autoimmune diseases and RA.

Previous wording

In addition, with respect to our COVID-19 product candidate, our clinical research partners have been focused on the effect of cannabinoids and cannabis extracts on immune cells which induce acute inflammation. This study will begin in the pre-clinical level in immune cell models and, subject to positive results that exhibit downregulation of pro-inflammatory cytokines by cannabis extract, the study was completed successfully. Following the completion of the pre-clinical study, a mice model was conducted to analyze for acute inflammation, which resembles the immunopathology of COVID-19. The mice model was successfully completed and we have registered for a clinical trial in patients with the MOH.As a pharmaceutical research and clinical development company we do not own or operate, and currently do not intend on creating an in-house team to manufacture and commercialize our pharmaceutical drug products, if any, that receive regulatory approval allowing for commercialization. We currently rely, and expect to continue to rely, on third parties for the manufacturing of our product candidates for preclinical and clinical testing, as well as for commercial manufacturing of any pharmaceutical drug products for which we may receive regulatory approval. Subject to the receipt of such regulatory approvals, we intend on cooperating with manufacturers and other third parties to manufacture and commercialize approved pharmaceutical drug products.

Current wording

In addition, with respect to our COVID-19 product candidate, our clinical research partners have focused on the effect of cannabinoids and cannabis extracts on immune cells that induce acute inflammation. This work began at the pre-clinical level in immune cell models and, following positive findings showing downregulation of pro-inflammatory cytokines, was completed successfully. Following completion of the pre-clinical study, a mouse model was conducted to analyze acute inflammation resembling the immunopathology of COVID-19. The mouse model was successfully completed, and we registered for a clinical trial in patients with the MOH. As a pharmaceutical research and clinical development company, we do not own or operate, and currently do not intend to create, an in-house team to manufacture and commercialize our pharmaceutical drug products, if any, that receive regulatory approval allowing for commercialization. We currently rely, and expect to continue to rely, on third parties for the manufacturing of our product candidates for preclinical and clinical testing, as well as for commercial manufacturing of any pharmaceutical drug products for which we may receive regulatory approval. Subject to the receipt of such regulatory approvals, we intend to cooperate with manufacturers and other third parties to manufacture and commercialize approved pharmaceutical drug products.

Previous wording

Our financial statements are prepared in accordance with U.S. GAAP. There are no critical accounting estimates for the years ended December 31, 2025, and 2024. Also, please see Note 2 of Part I, Item 1 of this Quarterly Report for the summary of significant accounting policies.

Current wording

Our financial statements are prepared in accordance with U.S. GAAP. There are no critical accounting estimates for the years ended December 31, 2025, and 2024. Also, please see Note 2 of Part I, Item 1 of this Quarterly Report on Form 10-Q for the summary of significant accounting policies.

Previous wording

Revenues. We had no revenue during the three months ended March 31, 2026, and March 31, 2025.

Current wording

Revenues. We had no revenues during the three months ended June 30, 2026, and June 30, 2025.

Previous wording

Research and Development Expenses. Our research and development expenses totaled $37,000 for the three months ended March 31, 2026, representing a decrease of $35,000, or 49%, compared to $72,000 for the three months ended March 31, 2025. The decrease was primarily attributable to a decrease in our chief Technology Officer's compensation.

Current wording

Research and Development Expenses. Our research and development expenses totaled $40,000 for the three months ended June 30, 2026, representing a decrease of $101,000, or 72%, compared to $141,000 for the three months ended June 30, 2025. The decrease was primarily attributable to decrease in CTO service expenses and expenses due to the research agreement with Rambam.

Previous wording

Operating Loss. Our operating loss totaled $223,000 for the three months ended March 31, 2026, representing a decrease of $202,000, or 48%, compared to $425,000 for the three months ended March 31, 2025. The decrease was primarily due to a decrease in our research and development expenses, and a decrease in our general and administrative costs.

Current wording

Operating Loss. Our operating loss totaled $199,000 for the three months ended June 30, 2026, representing a decrease of $116,000, or 37%, compared to $315,000 for the three months ended June 30, 2025. The decrease was primarily due to the decrease in our research and development expenses and in our general and administrative expenses.

Previous wording

*Financial expense, net.*We recognized financial expense, net, of $6,000 for the three months ended March 31, 2026, representing an increase of $2,000, or 50%, compared to financial expense, net of $4,000 for the three months ended March 31, 2025. The Company considers the increase to be immaterial.

Current wording

Financial Expense, net. We recognized financial expense, net, of $24,000 for the three months ended June 30, 2026, representing an increase of $17,000, or 243%, compared to financial expense, net, of $7,000 for the three months ended June 30, 2025. The increase was primarily due to a risk premium expense on a loan from a related party and exchange-rate differences.

Previous wording

Net Loss. As a result of the foregoing, our net loss totaled $229,000 for the three months ended March 31, 2026, representing a decrease of $200,000, or 47%, compared to $429,000 for the three months ended March 31, 2025. The decrease was primarily due to a decrease in our research and development expenses and a decrease in our general and administrative costs.

Current wording

Net Loss. As a result of the foregoing, our net loss totaled $223,000 for the three months ended June 30, 2026, representing a decrease of $99,000, or 31%, compared to $322,000 for the three months ended June 30, 2025. The decrease was primarily due to decreases in our research and development expenses and our general and administrative expenses, partially offset by higher financial expense.

Previous wording

General and Administrative Expenses. Our general and administrative expenses totaled $186,000 for the three months ended March 31, 2026, representing a decrease of $167,000, or 47%, compared to $353,000 for the three months ended March 31, 2025. The decrease was primarily due to a decrease in share based compensation paid to a director.

Current wording

General and Administrative Expenses. Our general and administrative expenses totaled $345,000 for the six months ended June 30, 2026, representing a decrease of $182,000, or 35%, compared to $527,000 for the six months ended June 30, 2025. The decrease was primarily due to decrease in professional services.

Previous wording

Net cash used in operating activities was $44,000 for the three-months period ended March 31, 2026, compared with net cash used in operating activities of $209,000 for the corresponding period in 2025. The decrease in the net cash used in operating activities during the three-months period ended March 31, 2026, compared to the same period in 2025, was primarily due to a decrease in our net loss, offset by eliminating share based compensation and an increase in account payables.

Current wording

Net cash used in operating activities was $44,000 for the six months period ended June 30, 2026, compared with net cash used in operating activities of $239,000 for the corresponding period in 2025. The $195,000 decrease in the net cash used in operating activities during the six months period ended June 30, 2026, compared to the same period in 2025, was primarily due to a decrease in net loss for the period in the amount of $299,000, an increase in account payables and accrued expenses in the amount of $60,000, an increase in account payables of related parties in the amount of $28,000 and offset by a decrease in Share-based payment in exchange for services in the amount of $205,000.

Previous wording

There was no net cash used in investing activities for the three months period ended March 31, 2026 and for the same period in 2025.

Current wording

There was no net cash used in investing activities for the six months period ended June 30, 2026 and for the same period in 2025.

Previous wording

There was no net cash used in financing activities for the three months period ended March 31, 2026 compared to $240,000 for the same period in 2025. The decrease in net cash provided by financing activities during the three months period ended March 31, 2026 compared to the corresponding period in 2025 was due to a decrease in issuance of common stock and warrants.

Current wording

Net cash provided by financing activities for the six months period ended June 30, 2026 was $0 compared to $240,000 for the same period in 2025. The decrease in net cash provided by financing activities during the six months period ended June 30, 2026, compared to the corresponding period in 2025, was mainly due to a decrease in funds received from issuance of shares and warrants.

Previous wording

During the Period ended March 31, 2025, we accrued an aggregate amount of NIS 9.6 thousand. As of March 31, 2026, the remaining balance is NIS 116.7 thousand ($37 thousand, based on the NIS-USD exchange rate on March 31, 2026).

Current wording

During the Period ended June 30, 2026, we accrued an aggregate amount of NIS 20.1 thousand. As of June 30, 2026, the remaining balance is NIS 127.2 thousand ($42.7 thousand, based on the NIS-USD exchange rate on June 30, 2026).

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, 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 Quarterly 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 $577,000). As of the date of this Quarterly Report, the outstanding balance is approximately $300,000 and VAT (based on the NIS-USD exchange rate on March 31, 2026).

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 Quarterly 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 $577,000). As of the date of this Quarterly Report, the outstanding balance is approximately $319,000 and VAT (based on the NIS-USD exchange rate on June 30, 2026).

Previous wording

As of March 31, 2026, our cash and cash equivalents were $1,000. 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.

Current wording

As of June 30, 2026, our cash and cash equivalents were $1,000. We believe that our existing cash and cash equivalents will not 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 additional clinical development, commercialization preparation and general Company operating costs over such 12-month period.