UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ____________ to ____________

 Commission
File No. 000-53002

 Raphael
Pharmaceutical Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 26-0204284

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

Lui Paster

 Tel
Aviv-Jaffa, Israel 6803605

 (Address
of Principal Executive Offices)

 Registrant's
Telephone Number: (972) 52-775-5072

 Securities
Registered pursuant to Section 12(b) of the Act:

 NONE

 Securities
Registered pursuant to Section 12(g) of the Act:

 Common
Stock, $0.01 par value

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definition of "large accelerated filer," "accelerated filer,''
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filed

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of the last business day of the registrant's most recently
completed second fiscal quarter, the aggregate market value of the common stock held by non-affiliates of the registrant was $ 10,016,986 based
on the closing price of $1 per share of the registrant's common stock on June 30, 2023.

 As of March 28, 2024, there were 18,661,418 shares of common stock,
par value $0.01, or Common Stock, of the registrant issued and outstanding.

 Documents
Incorporated By Reference: None.

 TABLE
OF CONTENTS

 Item
 No.

 Description

 Page

 Cautionary
 Note Regarding Forward-Looking Statements

 ii

 PART
 I

 Item 1.

 Business

 Item 1A.

 Risk
 Factors

 Item 1B.

 Unresolved
 Staff Comments

 Item 1C

 Cyber
 Security

 Item 2.

 Properties

 Item 3.

 Legal
 Proceedings

 Item 4.

 Mine
 Safety Disclosures

 PART
 II

 Item 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item 8.

 Financial
 Statements and Supplementary Data

 Item 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls
 and Procedures

 Item 9B.

 Other
 Information

 Item 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item 10.

 Directors,
 Executive Officers and Corporate Governance

 Item 11.

 Executive
 Compensation

 Item 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal
 Accounting Fees and Services

 PART
 IV

 Item 15.

 Exhibits
 and Financial Statement Schedules

 Item 16.

 Form
 10-K Summary

 Signatures

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K (the "Annual 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, financial projections, strategies, expectations, competitive environment and regulation. Words
such as "may," "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 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:

 the
 regulatory pathways that we may elect to utilize in seeking U.S. Food and Drug Administration, or FDA, European Medicines Agency,
 or EMA, and other regulatory approvals, if any;

 obtaining
 (and the cost thereof) FDA and EMA approval of, or other regulatory action in Europe or the United States and elsewhere with respect
 to our product candidates;

 the
 commercial launch and future sales of our product candidates and our advancement of product candidates for other indications in our
 pipeline;

 the
 potential cost of our rheumatoid arthritis product candidate, or RA and RA product candidate, respectively, for patients;

 our
 expectations regarding the timing of commencing clinical trials;

 our
 expectations regarding the supply of the active pharmaceutical ingredient for our product candidates;

 third-party
 payor reimbursement for our product candidates;

 our
 estimates regarding anticipated expenses, capital requirements and our needs for additional financing;

 completion
 and receiving favorable results of clinical trials for our product candidates; and

 the
 filing by us, and the subsequent issuance of patents to us, by the U.S. Patent and Trademark Office and other governmental patent
 agencies.

 The
foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or
risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.
Please see "Item 1A. Risk Factors" for additional risks that could adversely impact our business and financial performance.

 Moreover,
new risks regularly emerge and it is not possible for our management to predict or articulate all the risks we face, nor can we assess
the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ
from those contained in any forward-looking statements. All forward-looking statements included in this Annual Report are based on information
available to us on the date of this Annual Report. Except to the extent required by applicable laws or rules, we undertake no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent
written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained above and throughout this Annual Report.

 In
this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States dollars. Except as otherwise indicated
by the context, references in this Annual Report to "Raphael," "Company", "we," "us"
and "our" are references to Raphael Pharmaceutical Inc., a Nevada corporation, together with its consolidated subsidiaries.

 ii

 PART
I

 Item
1. Business.

 History

 Raphael
Pharmaceutical Inc. was incorporated in the State of Nevada in May 2007 and was formerly known as Easy Energy, Inc. On May 14, 2021,
Raphael Pharmaceutical Ltd., or Raphael Israel, 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 Israel 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.
Raphael Israel was incorporated in 2019 in the State of Israel and has focused to date on developing its lead product candidate for the
treatment of rheumatoid arthritis, or RA. Easy Energy did not have any ongoing business or operations before the Share Exchange and following
the Share Exchange we adopted Raphael Israel's business plan.

 Overview

 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.

 We
are currently in the pre-clinical development stage for our lead product candidate, our RA product candidate for the treatment of RA.
In addition, we are aiming to develop a pharmaceutical drug product for the treatment of hyperinflammatory syndrome inflammation related
to COVID-19. At Rambam Health Care Campus, or Rambam Hospital, we have successfully completed preclinical studies on human-derived immune
cells and mouse models for both the COVID-19 and rheumatoid arthritis products, or RA products.

 In
November 2022, we submitted a proposal to the Ministry of Health of Israel, or MOH for a clinical trial of a cannabis-based drug intended
to alleviate the deterioration of COVID-19 patients.

 On
February 9, 2022, we filed an application for a clinical trial with the Medical Cannabis Unit of the Ministry of Health of Israel, or
MOH. On February 16, 2022 we submitted an application with the Helsinki Committee at Rambam Hospital for a clinical trial in COVID-19
patients.

 On
March 27, 2023, the MOH accepted our proposal for a clinical trial of a cannabis-based drug intended to alleviate the deterioration of
COVID-19 patients. We are currently in the process of finalizing the strategy for the trial site and ensuring it will have the requisite
number of COVID-19 patients needed for our trial. We plan to submit a human trial application to conduct a proof-of-concept experiment
for our RA product in the second quarter of 2024.

 Based
on the data obtained from our pre-clinical studies at Rambam Hospital, we are currently in the process of developing a revolutionary
and patentable formula designed to treat inflammation. These studies have provided promising results, revealing a remarkable synergistic
anti-inflammatory effect of the formula on immune cells sourced from donors, as well as in mice models for lung inflammation and RA.

 As
we move forward, our focus will be on further investigating and refining the formula through continued pre-clinical research. Our goal
is to ensure that the formula meets all the necessary standards and regulations set forth by the FDA, allowing us to progress towards
clinical treatments.

 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 chronic lung inflammation, RA and COVID-19.

 By
leveraging our expertise in this field, we are committed to providing innovative solutions to improve the lives of those afflicted with
these challenging medical conditions. Through our dedication to research, development, and compassionate care, we aim to contribute significantly
to the well-being of patients worldwide, offering them much-needed relief and hope for a better future.

 In
order to achieve our goal, we have and will continue to build an experienced team of senior executives and scientists, with experience
in all facets of pharmaceutical research and development, drug formulation, clinical trial execution and regulatory submissions. We intend
to leverage the knowledge of our team in order to complete the clinical trials needed to receive approvals of our product candidates
from applicable regulatory authorities.

 Initially,
we intend to obtain approvals for our product candidates from the FDA, and the Medical Cannabis Unit of the MOH. Upon obtaining FDA approvals,
or in the event that we are not successful in obtaining such approvals, we intend to apply for European Medicines Agency, or EMA, and
other countries' governmental regulatory agencies approvals for our product candidates. If we are successful in obtaining FDA approvals
for our product candidates, we intend to enter into royalty agreements with good manufacturing practice, or GMP, approved medical manufactures
and distributors, having them using our medical formulas for the purpose of growing, cultivating, manufacturing, and distributing Raphael
Pharmaceutical medical indications in their designated territories.

 For
this purpose, in October 2022, we entered into an agreement with the Medical Cannabis Research Center at Rambam Health Care Campus, and
Rambam MedTech for the development of a new, patentable formulation that combines purified cannabinoids to treat rheumatoid diseases.

 The
overall objective of this study is to identify a novel cannabinoid based patentable formulation to treat Rheumatoid diseases. Specifically,
to investigate combination of purified cannabinoids to downregulate inflammation related to Rheumatoid diseases. We propose to base our
study on data derived from Dr. Igal Louria-Hayon's studies (Helsinki # 0442-20-RMB) on the evaluation of the immune regulation
properties of cannabinoids on the immune system and the data derived from the cannabinoids receptors study (Helsinki # 0331-20-RMB).
We will analyze the activation of cannabinoid receptors on mouse models and will study the role of purified cannabinoid as a potential
to develop a novel patentable formulation to treat RA.

 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.

 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.

 Nabiximols,
 better known under the tradename Sativex, is a botanical mouth spray consisting of natural THC and CBD extracts, that received approval
 in the United Kingdom in 2010 for the alleviation of multiple sclerosis, or MS, symptoms like spasticity, pain and overactive bladder.

 Dronabinol,
 better known under the name Marinol, contains mainly THC and is a partial agonist of the cannabinoid receptor type 1, or CB1, in
 the nervous system and a partial agonist of the cannabinoid receptor type 2, or CB2, in the periphery that activates appetite, mood,
 cognition, memory and perception. Dronabinol received FDA-approval for use in United States in 1985 for treatment of anorexia in
 acquired immunodeficiency syndrome, or AIDS, patients and for the prevention of chemotherapy-induced nausea and vomiting, or CINV.
 A Lack of randomized controlled trials, or RCTs, makes a recommendation for usage of dronabinol as a third-line treatment for CINV
 difficult. Dronabinol in the form of an oral tablet is known under the trade name Namisol. It has high bioavailability and a long
 shelf life and is indicated for MS, chronic pain and behavioral disturbances in dementia patients.

 Nabilone,
 better known under the tradename Cesamet, contains primarily THC, is approved for use as an anti-emetic and adjunctive analgesic
 for neuropathic pain, CINV and treatment for anorexia in AIDS patients in Canada, Mexico, the UK and the United States. Its main
 usage today is as adjunct medicine for chronic pain management.

 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.

 After
two successful years of pre-clinical research and studies at the laboratories of Rambam Hospital, in January 2021, we commenced a pre-clinical
trial in mice for our RA product candidate that we expect will take four to five months. Following the completion of this pre-clinical
trial, we intend on submitting an Investigational New Drug, or IND, application to the FDA and MOH. See "Item 1. Business –
Research and Clinical Development Strategy – Clinical Development Plan" for additional information on the ongoing pre-clinical
trial and our planned clinical trial for our RA product candidate. 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.

 Product
Pipeline

 Currently,
we have begun development for our RA and COVID-19 product candidates, which are in the pre-clinical stage.

 Assuming
that we successfully complete the clinical development of our RA and COVID-19 product candidates, we intend to then turn our attention
to the clinical development of cannabinoid-based drug products for the treatment of certain oncology indications. Unlike our RA and COVID-19
product candidate, the use of our cannabinoid-based drug products for the treatment of certain oncology indications will require specific
dosing and potentially, a different regulatory pathway than our existing product candidates.

 We
intend to apply for MOH approval, as well as the FDA and EMA approvals right afterwards, subject to the completion of the applicable
clinical trials, for our RA product candidate as well as our COVID-19 product candidate using the FDA's regulatory pathway for
drug products.

 Indications
and Market

 Rheumatoid
Arthritis

 RA
is an autoimmune disease of unknown cause characterized by inflammation in multiple joints, including synovial inflammation with hyperplasia.
Inflammation is also associated with reduced hemoglobin (anemia) and reduced albumin and changes in levels of cholesterol and triglycerides.
In addition to the inflammation associated with RA, studies, including a 2018 publication entitled, "Cartilage and bone damage
in rheumatoid arthritis," patients suffering from RA generally also suffer from chronic pain, fatigue, progressive joint damage,
disability, hyperplasia, production of autoantibodies such as rheumatoid factor and anti–citrullinated protein antibody, cartilage
damage and bone erosions.

has shown that in about 30% of RA patients, current conventional synthetic and biologic disease modifying anti-rheumatic drugs and targeting
molecules may fail or induce only partial responses, both of which we believe are insufficient for patients suffering from RA. Using
disease modified anti-rheumatic drugs, or DMARD, based treatments, as shown in a 2017 study from Sohita Dhillon, patients tend to report
at follow-up meetings that pain relief is unsatisfactory and although there is an initial improvements in the average pain score, a plateau
may be reached beyond which DMARDs are not able to resolve RA pain. As a result, we believe that RA patients need ongoing therapy as
RA relapses are frequent. During RA flareups, patients experience acute and chronic pain, fatigue, sleep disturbances, and morning stiffness
which significantly reduces their quality of life. Furthermore, damage is accumulated by long-term disease which also interferes with
pain, fatigue and quality of life.

 All
types of pain (acute or chronic, widespread or local and nociceptive) have been reported in RA. Patients with RA may develop fibromyalgia,
or FM, especially with long-term disease. Concomitant FM is a key factor for discordance between PRO and clinical outcomes in assessment
of RA patients including in RCTs. Peripheral sensitization, induced by local inflammation or damage, and pain augmentation by the central
nervous system, or CNS, both drives the pain problems in RA patients. Anxiety or depression, impaired sleep and fatigue all contribute
to pain sensitization in RA patients. As noted in the study, "Tackling Pain Associated with Rheumatoid Arthritis: Proton-Sensing
Receptors," some RA patients have allodynia and peripheral neuropathies that contribute to refractory chronic pain.

 We
believe that clinical studies on the use of cannabinoids in rheumatic conditions, and particularly RA, are logically advocated as possible
positive effectors of the inflammatory pathway of RA, as well as symptomatic pain relievers that may have the potential to also improve
fatigue, sleep disorder and tolerability of DMARDs. Through our Sponsored Research Agreement (as further detailed below), we believe
that we have arrived at an understanding as to how cannabinoids influence inflammation. Applying immune cells models in our pre-clinical
research, we identified specific strains of cannabis which reduce the capacity of the immune cells to communicate during inflammation,
thus decreasing their capacity to participate in chronic inflammation. For a deeper understanding of the mechanism in which cannabinoids
effect inflammation, we developed a unique, real time-Polymerase chain reaction, or RT-PCR, method to identify 10 different receptors
to cannabinoids, both in human and mice models. We believe that this technology will allow us to identify which cannabinoids receptors
are participating in the downregulation of inflammation, which we believe will help us develop our RA product candidate.

 In
2015 alone, research conducted by the NIH National Library of Medicine showed that RA affected about 24.5 million people as of 2015,
which reflected between 0.5% and 1% of adults in the developed world, with an additional 5 to 50 per 100,000 people developing
the condition each year. It is believed that onset is most frequent during middle age and women are affected 2.5 times as frequently
as men. Further research indicates that RA resulted in 38,000 deaths in 2013, up from 28,000 deaths in 1990.

 Hyperinflammatory
Syndrome Related to COVID-19

 Since
the first emergence of COVID-19 in December 2019 in Wuhan, China, COVID-19 has spread across more than 200 countries across the world
and over 112 million cases of the virus have been reported. Most patients develop only mild symptoms of COVID-19; however, some develop
severe symptoms including dyspnea, hypoxia and lung involvement which requires hospitalization. Based on research, we believe that most
of the severe COVID-19 symptoms are related to hyperinflammation caused by failure of resolution of the immunological response to the
infection similar as observed in cytokine release syndrome. Despite the advancements in COVID-19 vaccines and the use of anti-inflammatory
or anti-viral medications worldwide according to The World Health Organization, or WHO, there was a 4% global increase in reported new
cases during the 28-day period from December 11, 2023, to January 7, 2024, compared to the previous 28-day period, totaling over 1.1
million new cases. However, there was a 26% decrease in new deaths, with 8,700 reported fatalities during the same period. Globally,
as of January 7, 2024, there have been over 774 million confirmed cases and over seven million deaths since the emergence of COVID-19,
according to the WHO. Consequently, there is an urgent need to explore new anti-inflammatory therapies that could potentially prevent
symptom deterioration.

and Clinical Development Strategy

and clinical development of our pharmaceutical drug product candidates is our core business. We are currently focused on developing innovative
cannabinoid-based medical indications that we aim to push through Phase 2A and Phase 2B approval from both the FDA and EMA.

 The
research efforts that have been conducted to date by the team at Rambam Med-Tech Ltd., or Rambam MT, are aimed at revealing the mechanism
which structures the activity of cannabinoids in human cells and organs, while applying a variety of disease models. By employing our
PCR method, we are able to discern various cannabinoid receptors and determine their involvement in inflammation downregulation. This
approach empowers us to identify which cannabinoid receptors play a role in mitigating inflammation. Consequently, we can accurately
identify the cannabinoid components within a chosen strain, enabling precise administration tailored to patient treatment. This pivotal
discovery forms the scientific cornerstone for our pioneering anti-inflammatory formulas.

Agreement with Rambam MT

 On
July 17, 2019, we entered into a sponsored research agreement, or the Research Agreement, with Rambam MT, pursuant to which the Company
agreed to fund a research project, to be performed by Rambam MD, 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 MT 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 MT 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 MT 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.

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 MT $960,000 plus VAT in four biannual payments
from May 2023 through December 2024. Furthermore, in accordance with the terms of the Research Agreement, we and Rambam MT 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 MT agreed not to work, study or develop any technologies with other entities that compete with our work with Rambam MT 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.

 Subject
to commercial sales of any product candidate using the IP created as a part of the research covered by such agreement, we are required
to pay Rambam MT a royalty in an amount equal to 6% of all net sales, subject to certain deductions, such as taxes paid by any purchaser,
transportation and shipping costs, and other customary deductions.

 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 December 31, 2023, 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 $120,000 for the Supplement Agreement.

 We
and Rambam MT are currently focused on characterizing the activity of cannabinoids in RA and in hyperinflammatory syndrome related to
COVID-19. RA is a long-term autoimmune disorder, and as such, the research conducted by Rambam MT has focused on identifying the effect
of cannabinoids on inflammatory processes related to RA, while, with respect to our COVID-19 product candidate, their research has been
focused on the effect of cannabinoids and cannabis extracts on immune cells which induce acute inflammation. Moreover, building on the
promising findings of a mouse model study demonstrating the potential of the Company's cannabis treatment for lung inflammation,
as published in Frontiers in Immunology in May 2022, Rambam's team is currently investigating the impact of cannabinoids
on models of chronic lung inflammation such as asthma.

 Pre-Clinical
Studies for RA Product Candidate

 In
Vitro Study

to the Research Agreement, the team at Rambam MT established a study in order to determine which cannabis strains extracts may affect
inflammation. The lab applied an in vitro system, allowing them to screen a variety of cannabis derived oil extracts and
their influence on cytokine secretion, which is a type of response to injury and infection in the body.

 The
researchers employed human THP1 cells, which can be induced to differentiate macrophages (specialized cells involved in the detection,
phagocytosis and destruction of bacteria and other harmful organisms) and to secrete cytokines (which is aimed as serving as a bridge
for cross-communication with other innate immune cells). Using this system, our partners from Rambam MT have established a variety of
cannabinoids and studied their influence on pro-inflammatory and anti-inflammatory cytokines. Most interestingly the study has identified
a non-psychoactive cannabis strain, which we refer to as "CAN1." Our study showed that CAN1 reduced TNF and IL-6 secretion
but increased the secretion of the anti-inflammatory cytokine IL-10, while also reducing the secretion of the pro-inflammatory chemokine
IL-8, as highlighted in Figure 1 below. Based on the results from this pre-clinical study, we believe that CAN1 strain, may be a potential
anti-inflammatory agent with the ability to influence both activation and migration of cells during inflammation.

 Figure
1. CAN1 downregulates pro-inflammatory cytokines (TNF, IL-8, IL-6) and upregulates the anti-inflammatory counterpart IL-10.

 The
results in Figure 1 above reflect the results from our in vitro study of THP1 cells (0.25*10^6/ml) incubated with phorbol 12-myristate
13-acetate (PMA) (50 ng/ml) to induce THP1 cells to differentiate to macrophages. for 48 hours. Then, cells were washed twice with phosphate
buffer saline (PBS) and treated with Can1 (1 g/ml) in medium free serum for 24 hours. Then, cells were washed twice with PBS and
incubated with LPS (Lipopolysaccharides) to induce cytokines secretion (1 g/ml) overnight. Supernatants were collected and frozen.
Levels of TNF, IL-8, IL-6 and IL-10 were determined by the enzyme-linked immunosorbent assay (ELISA).

 Pre-Clinical
Study in Mice

 In
January 2021, we commenced a pre-clinical study in mice. Mice in our pre-clinical study are being treated with cannabis strains that
we previously identified in our in vitro study and other prior research as potential candidates in the cell models. Following the treatment,
we expect to examine the ability of the treatment to modulate the immune function, specifically in the case of chronic inflammation,
in order to optimize treatment for RA.

 This
pre-clinical study is expected to be focused on the following results.

 Aim
 1: Evaluating the immune modulatory properties of different cannabis strains related to the immunopathology (i.e., the immune responses)
 in RA;

 Aim
 2: Demonstrating the immunomodulatory properties of specific cannabis extracts on a mouse model for RA;

 Aim
 3: Elucidating the mechanisms of action, or MOA, of cannabinoids that are involved in the regulation of inflammation in RA; and

 Aim
 4: Establishing a phase 1 and 2 clinical trial experiment in compliance with FDA and EMA rules and regulations to study the effect
 of cannabis-based medical indication on RA.

 In
addition, this pre-clinical study is expected to enable us to examine how we manufacture the API, the dosage design, analytical and bioanalytical
method development and validation, metabolism and pharmacokinetics, toxicology, both safety and genetic toxicology and possibly safety
pharmacology; and good manufacturing practice, or GMP, manufacture and documentation of drug product for use in clinical trials.

 Aim
1. Evaluating the immune modulation properties of different cannabis strains

 RA
is an autoimmune disease that causes chronic inflammation and damage to the joints, leading to pain, stiffness, and loss of mobility.
It occurs when the body's immune system mistakenly attacks the synovium, which is the lining of the joints. This can cause swelling
and thickening of the synovium, which can eventually lead to erosion of the cartilage and bone within the joint. RA can also affect other
parts of the body, such as the skin, eyes, lungs, and blood vessels. RA is a chronic condition that requires ongoing management to control
symptoms and prevent joint damage.

 Current
treatments for RA have potential difficulties and side effects that need to be carefully weighed against their benefits. Some medications
may lose effectiveness over time, requiring patients to switch treatments. Additionally, some medications have side effects such as gastrointestinal
problems, liver damage, and increased risk of infections and cancer. There are also individual differences in patient response to treatments,
highlighting the need for more personalized approaches.

 It
is our belief, based on the research conducted by our partners, and that or our industry peers, that cannabinoids have immunomodulatory
properties, although the exact effects are not fully comprehended.

 Together
with the team at the Medical Cannabis Research and Innovation Center at Rambam Health Care Campus, our experiments in cells derived from
human healthy donors (Helsinki Num. 044220-RNB) have revealed a specific high-CBD strain that effectively reduces the capacity of immune
cells: T cells and neuthrophils to be activated in response to inflammatory stimulation. The strain was found to reduce the expression
levels of IL6, TNF alpha. This suggests that the strain has the potential to slow the progression of RA.

 Thus,
we have successfully completed the proof-of-concept phase in human derived immune cells.

 Aim
2. Demonstrating the immune modulatory properties of specific cannabis extract on mouse models for RA.

 Cannabis
is not an isolated substance; it contains a plethora of biologically active substances. The most common substances are THC and CBD. Today
more than 140 cannabinoids are known to be expressed in the plant. In addition to cannabinoids, the plants contain flavonoids and terpenes.
This greatly complicates our ability to understand the effects of cannabis on the physiology because the different substances may have
different (and even contradictory) effects. Therefore, the use of different cannabis varieties with diverse ingredients may produce distinct
and unexpected results.

 Our
preclinical experiments have revealed a specific high-CBD strain that effectively reduces inflammation in a mouse model of RA. The strain
was found to reduce the expression levels of IL6, TNF alpha, and IL1b in the joints and peripheral blood of the mice. This suggests that
the strain has the potential to slow the progression of RA.

 We
have successfully completed the proof-of-concept phase in mice and are now preparing to move towards clinical trials.

 Aim
3. Elucidating the MOA of cannabinoids that are involved in the regulation of inflammation in RA.

 Upon
activation, it is the cannabinoid receptors, or CBrs, in the endocannabinoid system, or ECS, which initiate numerous regulatory functions
in a mammal. CBrs have been found in a variety of species including human, monkey, pig, dog, rat and mouse. The discovery of membrane
receptors found in the brain, central nervous system as well as peripheral tissues and organs that bind cannabimimetic compounds was
a critical turning point that paved the way towards the pharmacological understanding of cannabis-derived compounds.

 The
most studied CBrs are CB1 and CB2; both belong to the G protein-coupled receptors (these cell surface receptors act like an inbox for
messages in the form of light energy, peptides, lipids, sugars, and proteins), or GPCR, family. GPCRs constitute a large protein family
of receptors that detect molecules outside the cell and activate internal signal transduction pathways and cellular responses. GPCRs,
are called seven-transmembrane receptors because they pass through the cell membrane seven times. Heterotrimeric G proteins are activated
by GPCRs and are made up of three subunits,, and. G proteins are divided into four main classes: G s, G i,
G q and G 12. These proteins are activated depending on the ability of the G protein -subunit, or G, to cycle
between an inactive guanosine diphosphate, or GDP, bound conformation and an active guanosine triphosphate, or GTP, bound conformation
that can modulate the activity of downstream effector-proteins. Additional receptors have been shown to bind cannabinoids: G protein-coupled
receptor 55, or GPR55, several transient receptor potential, or TRP, channels (TRPV1, TRPV2, TRPA1, TRPM8), and glycine receptors.

 Figure
2. CB1 downstream signaling network. Adapted from Chakravarti et al., 2014.

 Since
most of the biological properties related to phytocannabinoids, a type of natural cannabinoid, rely on their interactions with receptors
of the endocannabinoid system, it is crucial to define which receptors are expressed and activated in the target cells. As a result,
we have developed a system with the capacity to identify ten cannabinoid receptors simultaneously and measure their expression levels
using quantitative real-time PCR. We have applied this method in examining cells of the immune system, and more specifically, in monocytes,
before and after differentiation to macrophages, or after stimulation to secrete cytokines. Using this methodology, we were able to identify
a differential expression pattern of the receptors under different conditions.

 To
obtain a deep understanding on the mechanism of action of the cannabis strains, we applied our research system and established a unique
study to research the response of 10 different receptors to Cannabis in RA patients, which aims to identify the specific cannabinoids
receptors on the immune cells. The data from this study is expected to subsequently be used to set up a system for analyzing and matching
the specific cannabis treatment to the specific cannabinoids receptors that are expressed in the patient's cells. We believe that
if cannabinoid treatments correspond to the receptors in the patient's cells, the treatment may be more accurate for treating that
specific patient's RA symptoms. We have identified cannabinoid receptors that are expressed on activated T cells from human donors
(Helsinki # 033120-RNB). Our next objective is to determine the cannabinoid receptors expressed on neutrophils.

 Aim
4. Establish a Phase 1 & 2B clinical trial according to FDA rules and regulations to study the effect of cannabis-based medical indications
on RA.

 Our
goal for the treatment of RA is to achieve disease remission or low disease activity, or LDA. LDA is measured with several assessment
metrics that are intended to measure the effect of the treatment on a number of physical phenomena that are connected to RA. These metrics
include, but are not limited to: (i) Disease Activity Score based on assessment of 28 joints, or DAS28, patient's assessment, (ii)
erythrocyte sedimentation rate (a common hematology test, and is a non-specific measure of inflammation) or C-reactive protein, or CRP,
test, which is a blood test that measures the CRP in a person's blood, (iii) SDAI and CDAI (Simple and Complex Disease Activity
Indices) as compared to DAS28, (iv) patient's and physician's assessment, including global assessment scores, or PtGA and
PhGA, respectively (v) pain visual analogue scale and (vi) health assessment questionnaire disability index, or HAQ-DI.

Development Plan for RA Product Candidate

 We
intend to utilize the knowledge and results that we obtain from our pre-clinical study to establish, initially a Phase 1 clinical trial,
which we expect will take approximately 3 months, followed by a Phase 2 clinical trial to study the effect of cannabis-based medical
intervention on RA, which we expect will take approximately 24 months, following which, we hope to receive FDA approval to allow for
the commercialization of our RA product candidate. Specifically, we intend to study the changes in RA patients' status after cannabis
compounds were added to their stable conventional treatment. We currently plan that our partners at Rambam MT will carry out these trials
at the Rambam Health Care Campus in Haifa, Israel.

 Our
hypothesis is that in patients with RA, the regular addition of cannabinoids in a defined dosage to basic treatment of RA might add to
the patients' quality of life. We intend to measure quality of life by scores for fatigue using the fatigue severity scale, pain
using the visual analogue scale, the Pittsburgh Sleep Quality Index, PtGA, PhGA, HAQ-DI and the 6-Item Short Form Health Survey. We also
propose that cannabinoids may influence the disease status. This may be measured by DAS28, SDAI, CDAI, CRP, ESR, albumin and Hb levels
and also by levels of key cytokines and chemokines. As part of these clinical studies, we currently plan to assess changes in RA patients'
status after cannabis compounds were added to their stable conventional treatment.

 Pre-Clinical
Studies for Treatment of Hyperinflammatory Syndrome Related to COVID-19

 We
are studying the potential of cannabis extracts to downregulate the hyperinflammation and the immunopathology in COVID-19 patients.
Our partners at Rambam MT have been conducting research on the use of cannabis to treat disorders with widespread inflammatory responses,
such as RA and COVID-19. We hope that by decoding the cannabinoid mechanism of action during inflammatory storms, we can treat inflammation
associated with COVID-19 where conventional drugs and other therapies have failed.

 At
the outbreak of the COVID-19 pandemic, members of the Rambam MT team directed their efforts and experience to join the world-wide battle
against the COVID-19 pandemic. Their research found that cannabinoids contribute to the sophisticated fabric network of intercellular
communications. Based on this research, we believe, that if we understand how cannabinoid components are used in intercellular communication,
we can help influence this communication in the event of a disease, to disrupt it or empower the communication to convey desired messages.

 In
order to properly understand cannabis' effects on COVID-19, the Rambam MT team compiled its Biobank database. In generating the
Biobank database, the Rambam MT team found what they believed to be a safe way to separate the white blood cells, including the immune
cells, from verified patients. We believe that this is crucial as blood samples are the most accessible resource for continuous sampling
(allowing for the understanding of biological processes during the disease) and to develop vaccines and drugs for treatment of the condition.

 In
February 2021, we entered into an agreement with Rambam MT for investigation of CBD oil extracts as a potential treatment for COVID-19
related inflammation. In accordance therewith, the Rambam MT team is investigating the effect of cannabis extracts oil on the inflammation
response of immune cells derived from COVID-19 patients as well as a deep study on the capacity of cannabis extract oil to reduce acute
inflammation and lung inflammation in mouse models which resembles the immunopathology of COVID-19.

 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 is expected to continue to a mouse model to analyze for acute inflammation, which resembles
the immunopathology of COVID-19. We believe that our strategy to investigate the response of ex-vivo immune cells to cannabis extract
together with the analysis of the in-vivo model for acute and lung inflammations, will allow us to identify the medical cannabis
extracts, if any, that have the potential to treat patients with COVID-19 related hyperinflammatory syndrome.

 Our
experiments have revealed a specific high-CBD strain that presents enhanced anti-inflammatory effects. Using cells derived from human
donors (Helsinki Num. 044220-RNB) and a mouse model for systemic inflammation and severe lung inflammation, we have found that this strain
is effective in preventing cytokine storms. It reduces the secretion of IL6 and TNF alpha, as well as the inflammation in the mice's
lungs, while also inhibiting the migration of immune cells to the lungs.

 These
findings were published by Rambam's research team in the prestigious scientific journal "Frontiers in Immunology":
"High-CBD Extract (CBD-X) Downregulates Cytokine Storm Systemically and Locally in Inflamed Lungs" (Frontiers in Immunology,
May 16, 2022).

 In
November 2022, we submitted a proposal to the MOH for a clinical trial of a cannabis-based drug intended to alleviate the deterioration
of COVID-19 patients. On March 27, 2023 the MOH accepted our proposal. We are currently in the process of finalizing the strategy for
the trial site and ensuring it will have the requisite number of COVID-19 patients needed for our trial.

 Aim
5. Development of a new, patentable formulation that combines purified cannabinoids to treat rheumatoid diseases.

 In
October 2022, we entered into an agreement with Rambam MedTech for the development of a new, patentable formulation that combines purified
cannabinoids to treat rheumatoid diseases.

 The
overall objective of this study is to identify a novel cannabinoid based patentable formulation to treat Rheumatoid diseases. Specifically,
to investigate combination of purified cannabinoids to downregulate inflammation related to Rheumatoid diseases. We propose to base our
study on data derived from Dr. Igal Louria-Hayon's studies (Helsinki # 0442-20-RMB) on the evaluation of the immune regulation
properties of cannabinoids on the immune system and the data derived from the cannabinoids receptors study (Helsinki # 0331-20-RMB).
We will analyze the activation of cannabinoid receptors on mouse models and will study the role of purified cannabinoid as a potential
to develop a novel patentable formulation to treat RA.

 Competition
and Competitive Position

 The
pharmaceutical industry is characterized by rapidly advancing technologies and intense competition. While we believe that our knowledge,
experience and scientific resources provide us with competitive advantages, we face potential competition from many different sources,
including major pharmaceutical, specialty pharmaceutical and biotechnology companies, academic institutions and governmental agencies
and public and private research institutions. Any product candidates for which we complete clinical development successfully and for
which we receive marketing approval may compete with existing therapies and new therapies that may become available in the future.

 Many
of our competitors have far greater marketing and research capabilities than us. We also face potential competition from academic institutions,
government agencies and private and public research institutions, among others, which may in the future develop products to treat those
diseases that we currently or, in the future, seek to treat. All of these companies and institutions may have product candidates in development
that are or may become superior to our RA product candidate or any other product candidate that we may seek to develop. Our commercial
opportunity would be reduced significantly if our competitors develop and commercialize products that are safer, more effective, more
convenient, have fewer side effects or are less expensive than our product candidates.

 In
addition, although our product candidates may, if approved, be considered advantageous to existing therapies, such as the use of corticosteroids
and DMARDs for the treatment of RA, our target market may continue to use existing therapies.

 However,
we do believe, specifically with respect to our competitors not using cannabis in their pharmaceutical drug products that our use of,
and experience with, cannabinoids provides us with a potential competitive advance. Our research has shown that the use of cannabinoids
for the treatment of RA is justified based on its positive effect on pain, fatigue, sleep problems and its potential safety profile.
Growing evidence on the anti-inflammatory effect of cannabinoids provide more strong ground for their use in the treatment of RA.

the use of any part of the cannabis plant in pharmaceutical drug products was once non-existent or minimal, in addition to approved pharmaceutical
drug products that use parts of the cannabis plant (see "Item 1. Business – Overview" for additional information),
we are aware that there is at least one plan for a multicenter randomized control trial on the use of medical cannabidiol in Danish patients
with RA and Ankylosing Spondylitis (inflammatory joint and spine disease), as previously published in an issue of BMJ Open in 2019. As
the medical benefits of cannabis become more well-known, we believe that we may face more competition from both new startup pharmaceutical
and biotechnology companies and from well-funded and experienced organizations and it is therefore imperative that we face as few delays
as possible in our pre and clinical development plan or we may otherwise face more competition.

 The
following table highlights the estimated cost that RA patients incur on an annual basis based on a 2017 report from the Canadian Agency
for Drugs and Technologies in Health.

 Drug
 Product

 Strength

 Dose
 Form

 Price
 ($)

 Recommended
 Dose

 Annual
 Drug Cost ($)

 Sarilumab
 (Kevzara)

 mg/1.14 mL

 200 mg/1.14 mL

 700.0000

 mg SC every two weeks

 18,200

 Abatacept
 SC (Orencia)

 mg/mL

 366.1000

 mg weekly

 19,037

 Abatacept
 IV (Orencia)

 mg/15 mL

 Vial

 490.0500

 Patients
 < 60 kg: 500 mg

 Patients 60 to 100 kg: 750 mg

 Patients > 100 kg: 1,000 mg

 500 to 1,000 mg at weeks 0, 2, and 4 then every 4 weeks

 Year
 1: 20,582

 Thereafter: 19,112

 Adalimumab
 SC (Humira)

 mg/0.8 mL

 syringe or pen

 769.9700

 mg every other week

 20,019

 Anakinra
 (Kineret)

 mg

 48.0571

 mg daily

 17,493

 Certolizumab
 pegol (Cimzia)

 mg/mL

 664.5100

 mg at weeks 0, 2 and 4 then 200 mg every 2 weeks

 Year
 1: 19,271

 Thereafter: 17,277

 Etanercept
 (Enbrel)

 mg

 50mg/mL

 Vial

 Pre-filled syringe or auto-injector

 202.9300

 405.9850

 mg weekly or two

 25 mg doses on same day every week or every 3 or 4 days

 21,105

 21,111

 Entanercept
 (Brenzys)

 mg/mL

 305.0000

 d

 mg weekly

 15,860

 Golimumab
 SC (Simponi)

 mg/0.5 mL

 syringe or auto-injector

 1,555.17

 mg monthly

 18,662

 Golimumab
 IV (Simponi)

 mg/4 mL

 Vial

 849.5000

 b

 2 mg/kg
 at weeks 0 and 4, then every 8 weeks thereafter

 Year
 1:17,829

 Thereafter: 16,565

 Infliximab
 (Remicade)

 mg

 Vial

 987.5600

 3 mg/kg
 at weeks 0, 2, and 6, then every 8 weeks thereafter

 Year
 1: 23,701

 Thereafter: 19,257

 10 mg/kg every 4 weeks: $102,706 annually

 Infliximab
 (Inflectra)

 mg

 Vial

 525.0000

 Depending
 on clinical response, dose can be increased to 10 mg/kg and/or up to every four weeks

 Year
 1: 12,600 b

 Thereafter: 10,238 b

 10 mg/kg every 4 weeks: $54,600 annually 15

 Rituximab
 (Rituxan)

 mg/10 mL

 500 mg/50 mL

 Vial

 466.3200

 2,331.61

 A
 course consists of 1,000 mg infusions at weeks 0 and 2.

 Reassess
 for retreatment at week 26, no sooner than 16 weeks after previous

 18,653

 assumes 2 courses

 Per course: 9,326

 Tocilizumab
 SC (Actemra)

 mg/0.9 mL

 355.0000

 Patients
 < 100 kg: 162 mg SC every two weeks, increasing to weekly based on clinical response.

 Patients 100 kg: 162 mg SC weekly

 Every
 two weeks: 9,230

 Weekly: 18,460

 Tocilizumab
 IV (Actemra)

 mg/4 mL

 200 mg/10mL

 400 mg/20 mL

 Vial

 180.8100

 452.0300

 904.0600

 4 mg/kg
 every 4 weeks followed by an increase to 8 mg/kg based on clinical response

 4 mg/kg:
 10,577

 8 mg/kg: 17,629

 Tofacitinib
 (Xeljanz)

 5 mg

 Tablet

 23.5585

 5 mg
 p.o. twice daily

 17,151

 IV
= intravenous; p.o. = orally; SC = subcutaneous.

there can be no guarantee, we believe that our RA product candidate, if approved for commercialization by regulators, will be available
to patients at a lower price than that of other available treatments.

 With
respect to our development of a product candidate to treat inflammation associated with COVID-19, we will face competition from major
pharmaceutical companies that have developed or that will develop vaccines, along with other companies and organizations that have or
will develop therapies or pharmaceutical drug products aimed at treating the underlying symptoms of COVID-19.

 Cultivation
of our API

 In
October 2020, we entered into an engagement agreement with Way of Life Cannabis Ltd., or Wolc, pursuant to which, subject to its completing
the Share Exchange, Raphael Israel is scheduled to be provided with up to 15 liters of CBD oil, from a strain of cannabis of our selection,
during a term of 18 months, to be provided in two to three deliveries of between one to seven liters of CBD oil. In accordance with the
agreement with Wolc, we have agreed to issue to certain persons affiliated with Wolc 3% of our issued and outstanding share capital as
of the date of the Share Exchange, to be provided in three equal issuances; provided, however, that such persons may elect to receive
a cash payment of $100,000 instead of any one issuance of our shares. In addition to the issuance of shares, we have also agreed to pay
Wolc a royalty fee equal to 15% of net income royalties generated from sales of our pharmaceutical drug products that are developed at
Rambam hospital in Israel.

 At
this time, we only require a limited amount of our API for our studies and trials and, to date, we have received oil extracted from high
CBD strains, from Wolc in the amounts that we require in order to conduct our pre-clinical trials. Pursuant to our agreement with Wolc,
pending FDA approval of any of our product candidates, Wolc is expected to transfer seeds used for the FDA-approved product candidate
to growers in California, Colorado and Oklahoma. Wolc is a fully licensed Israeli cannabis company focused on growing, cultivating and
manufacturing cannabis medical oil, located in Aviel, Israel. As an owner and operator of green houses for growing organic cannabis plants
and a GMP manufacturing facility located in Netanya, Israel, we intend to utilize, pursuant to an agreement between the parties, Wolc
for the growing and cultivation of the CBD oil needed for our product candidates.

 We
believe that our current agreement with Wolc will provide us with sufficient amounts of CBD oil in order to complete our clinical development
and for initial sales of our pharmaceutical drug products. In the future, as our demand for pharmaceutical products grows, if ever, we
may need to find additional partners that may provide us with sufficient amounts of CBD oil and/or amend or terminate our engagement
with Wolc.

to the agreement with Wolc, on July 27, 2022, the Company issued 100,500 shares of common stock to Wolc. The value of such issued shares
was based on the value of the service provided by Wolc, which amounted to $100,000. In June 2023, the Company issued 201,000 shares
of common stock to Wolc, in connection with the services agreement dated October 2020. The value of the shares issued was based on the
value of the service provided, which amounted to $200,000.

 Manufacturing

 We
do not own or operate, and currently have no plans to establish, any manufacturing facilities for final manufacture. We currently rely,
and expect to continue to rely, on third parties for the manufacture of our product candidates for preclinical and clinical testing,
as well as for commercial manufacturing of any pharmaceutical drug products for which we receive regulatory approval.

 Commercialization
Plan

 Subject
to the receipt of regulatory approval to commercialize our pharmaceutical product candidates, our goal is to distribute our approved
formulas to good manufacturing practice, or GMP, approved medical cannabis manufacturers and global medical cannabis distributors. Depending
on the expertise of the distributors, we expect the licensing agreements to provide us with royalty-based payments for the sale of each
of our approved pharmaceutical drug products. In Israel, pursuant to our agreement with Wolc, the parties are expected to negotiate an
exclusive distribution agreement in Israel, pursuant to which Wolc will be the exclusive supplier of any approved pharmaceutical drug
products of the Company in Israel.

we expect government regulation of pharmaceutical products derived from cannabis to develop over the next few years, we may be limited
in the manner in which we commercialize our product candidates. We fully intend on being fully complaint with local and state-wide government
regulations and therefore we expect to enter into licensing agreements with vendors only if such vendor may legally distribute our product
candidate within the region for which they have obtained a license from us to sell our pharmaceutical product.

 Intellectual
Property

 We
do not currently have any patents, and currently rely on our know-how and trade secrets. However, subject to the completion of our pre-clinical
trial for our RA product candidate, and prior to the completion of our clinical development plan, we intend on seeking patent protection
in the United States and/or internationally for such product candidate and, potentially for other product candidates that we may seek
to develop. Our policy is to pursue, maintain and defend patent rights developed internally and to protect the technology, inventions
and improvements that are commercially important to the development of our business.

 Governmental
Regulation

 Government
authorities in the United States, at the federal, state and local levels, and in other countries and jurisdictions, including the EU,
extensively regulate, among other things, the research, development, testing, manufacture, sales, pricing, reimbursement, quality control,
approval, packaging, storage, recordkeeping, labeling, advertising, promotion, distribution, marketing, post-approval monitoring and
reporting, and import and export of biopharmaceutical products. The processes for obtaining marketing approvals in the United States
and in foreign countries and jurisdictions, along with compliance with applicable statutes and regulations and other regulatory authorities,
require the expenditure of substantial time and financial resources.

 We
are a research and development company collaborating with our partners at Rambam MT to research and develop our COVID-19 and RA product
candidates. We do not grow or cultivate cannabis and we have no physical connection to the raw cannabis materials, which is shipped directly
to Rambam MT. Pre-clinical research, animal models and clinical trials are sponsored by us through our agreement with Rambam MT. Such
research and trials are being done by Rambam MT's medical team, researchers, doctors and professors.

 We
do not own or operate, and currently have no plans to establish, any manufacturing facilities for final manufacturing of our products.
We do not distribute, and we have no plans to distribute, our products. Once we receive regulatory approval for our products, we intend
to license to our future candidate partners the rights to commercialize our medical formulas. Our future candidate partners will be responsible
for the manufacturing, distributing, promoting, and marketing of medical indications. We intend to engage with candidate partners that
are GMP approved professionals, well established and experienced medical manufacturers and distributors in the U.S. and other countries.

 Our
future candidate partners will be entirely responsible and liable for regulatory compliance, including but not limited to cannabis growing
and cultivation, GMP manufacturing, distribution, advertising and promotional regulations, marketing, labeling, post-market approval
reporting and record keeping.

 We
intend to hire and train quality assurance professional that will inspect periodically the facilities of our future candidate partners
as well as the methods of production, marketing and distribution under applicable governmental regulatory guidelines.

 U.S.
Cannabis Market

 The
emergence of the legal cannabis sector in the United States, both for medical and adult use, has been rapid as more states adopt regulations
for its production and sale. A majority of Americans now live in a state where cannabis is legal in some form and almost a quarter of
the population lives in states in which both medical and recreational use is permitted as a matter of, and in accordance with, applicable
state and local laws. According to Fortune Business Insights, the global legal marijuana market is anticipated to reach a value
of US$97.35 billion by the end of 2026 from US$10.60 billion in 2018. The market is predicted to rise at a compounded annual growth rate
of 32.6% during the period 2019 to 2026.

 The
use of cannabis and cannabis derivatives to treat or alleviate the symptoms of a wide variety of chronic conditions, while not recognized
by the FDA, has been accepted by a majority of citizens with a growing acceptance by the medical community. A review of the research,
published in 2015 in the Journal of the American Medical Association, found solid evidence that cannabis can treat pain and muscle spasms. The
pain component is particularly important, because other studies have suggested that cannabis can replace pain patients' use of
highly addictive, potentially deadly opiates. Although hemp, defined as cannabis and derivatives of cannabis with not more than
0.3% THC, has been descheduled from the Controlled Substances Act, the FDA has regulatory oversight over foods, drugs, cosmetics containing
cannabis under the Food, Drug and Cosmetics Act of 1938. All references to the use of CBD in our product candidates refer to CBD strains
with less than 0.3% of THC. It is possible that as the federal and state agencies legalize certain products, the FDA may issue rules
and regulations, including good manufacturing practices related to the growth, cultivation, harvesting and processing of such products,
even if they are not marketed as drugs. It is possible that the FDA would require that facilities where medical-use cannabis is grown
to register with the FDA and comply with certain federally prescribed regulations, certifications, testing, or other requirements. The
potential impact on the cannabis industry is uncertain and could include the imposition of new costs, requirements, and prohibitions.

we are not currently engaged and do not expect to be engaged in the production or distribution of medical marijuana products, the FDA
has jurisdiction over our flower, oil, vape and edible products, among others. The FDA is currently taking action in the form of Warning
Letters, but may also take more extreme enforcement such as recalls, disgorgement or penalties.

 Polls
conducted throughout the United States consistently show overwhelming support for the legalization of medical cannabis, together with
strong majority support for the full legalization of recreational adult-use cannabis. According to a Pew Research Center survey, as of
November 11, 2019, "Around nine-in-ten Americans favor legalization for recreational or medical purposes" and "Only
8% say it should not be legal." These are large increases in public support over the past 40 years in favor of legal cannabis
use.

 As
of the date of this Annual Report, in the United States, cannabis is legal in 40 of 50 states for medical use and 24 states
for recreational use. At the federal level, cannabis is classified as a Schedule I drug under the Controlled Substances
Act, or the CSA, determined to have a high potential for abuse and no accepted medical use, prohibiting its use for any purpose, according
to Marijuana Policy Project. Despite this prohibition, federal law is generally not enforced against the possession, cultivation, or
intrastate distribution of cannabis in states where such activity has been legalized, according to "Attorney General Merrick Garland
on DOJ's New Marijuana Policy", published on March 16, 2023 in the National Law Review. The medical use of cannabis is
legal with a medical recommendation in 40 states, 4 out of 5 permanently inhabited U.S. territories, and the federal District
of Columbia cannabis-based products in treating or addressing therapeutic needs, and assuming that research findings demonstrate that
such products are effective in doing so, management believes that the size of the United States medical cannabis market will also continue
to grow as more states expand their medical marijuana programs and new states legalize medical marijuana. We plan to submit a human trial
application to conduct a proof-of-concept experiment for our RA product in the second quarter of 2024.

 Notwithstanding
that 40 states and the District of Columbia have now legalized adult-use and/or medical cannabis, cannabis remains illegal under U.S.
federal law with cannabis listed as a Schedule I drug under the CSA.

 Government
Regulation and Product Approval

 We
are a preclinical to early clinical stage pharmaceutical company that intends to engage third parties to test, register and license the
rights to commercialize our products in the United States and other jurisdictions. Such third parties may be subject to extensive regulation
by various regulatory authorities. The primary regulatory agency in the United States is the FDA and in Europe it is the EMA. Along with
these two, there are other federal, state, and local regulatory agencies. In the United States, the Federal Food, Drug, and Cosmetic
Act, or the FDCA, and its implementing regulations set forth, among other things, requirements for the research, testing, development,
manufacture, quality control, safety, effectiveness, approval, labeling, storage, record keeping, reporting, distribution, import, export,
advertising and promotion of our products. Although the discussion below focuses on regulation in the United States, we anticipate seeking
approval for, and marketing of, our products in other countries.

 Generally,
our activities outside the United States will be subject to regulation that is similar in nature and scope as that imposed in the United
States, although there can be important differences. Approval in the United States, Canada, or Europe does not assure approval by other
regulatory agencies, although often test results from one country may be used in applications for regulatory approval in another country.
Additionally, some significant aspects of regulation in Europe are addressed in a centralized way through the EMA but country specific
regulation remains essential in many respects. A major difference in Europe, when compared to Canada and the United States, is with the
approval process. In Europe, there are different procedures that can be used to gain marketing authorization in the European Union. The
first procedure is referred to as the centralized procedure and requires that a single application be submitted to the EMA and, if approved,
allows marketing in all countries of the European Union. The centralized procedure is mandatory for certain types of medicines and optional
for others. The second procedure is referred to as national authorization and has two options; the first is referred to as the mutual
recognition procedure and requires that approval is gained from one member state, after which a request is made to the other member states
to mutually recognize the approval, whilst the second is referred to as the decentralized procedure which requires a member state to
act as the reference member state through a simultaneous application made to other member states.

 The
process of obtaining regulatory marketing approvals and the subsequent compliance with appropriate federal, state, local and foreign
statutes and regulations require the expenditure of substantial time and financial resources and may not be successful. See "Item
1A. Risk Factors" for additional information.

 U.S.
Government Regulation

 The
FDA is the main regulatory body that controls pharmaceuticals in the United States, and its regulatory authority is based in the FDCA.
Pharmaceutical products are also subject to other federal, state and local statutes. A failure to comply explicitly with any requirements
during the product development, approval, or post approval periods, may lead to administrative or judicial sanctions. These sanctions
could include the imposition by the FDA or an Institutional Review Board of a hold on clinical trials, refusal to approve pending marketing
applications or supplements, withdrawal of approval, warning letters, product recalls, product seizures, total or partial suspension
of production or distribution, injunctions, fines, civil penalties or criminal prosecution.

 The
steps required before a new drug may be marketed in the United States generally include:

 completion
 of preclinical studies, animal studies and formulation studies in compliance with the FDA's GLP regulations;

 submission
 to the FDA of an IND application to support human clinical testing in the United States;

 approval
 by an IRB at each clinical site before each trial may be initiated;

 performance
 of adequate and well-controlled clinical trials in accordance with federal regulations and with GCP regulations to establish the
 safety and efficacy of the investigational product candidate for each target indication;

 submission
 of a new drug application, or NDA, to the FDA;

 satisfactory
 completion of an FDA Advisory Committee review, if applicable;

 satisfactory
 completion of an FDA inspection of the manufacturing facilities at which the investigational product candidate is produced to assess
 compliance with cGMP, and to assure that the facilities, methods and controls are adequate; and

 FDA
 review and approval of the NDA.

Trials and the FDA Approval Process

 An
IND is a request for authorization from the FDA to administer an investigational product candidate to humans. This authorization is required
before interstate shipping and administration of any new drug product to humans in the United States that is not the subject of an approved
NDA. A 30-day waiting period after the submission of each IND is required prior to the commencement of clinical testing in humans. If
the FDA has neither commented on nor questioned the IND within this 30-day period, the clinical trial proposed in the IND may begin.
Clinical trials involve the administration of the investigational product candidate to healthy volunteers or patients with the disease
under study, under the supervision of qualified investigators following GCPs, an international standard intended to protect the rights
and health of patients with the disease under study and define the roles of clinical trial sponsors, administrators and monitors. Clinical
trials are conducted under protocols that detail the parameters to be used in monitoring safety, and the efficacy criteria to be evaluated.
Each protocol involving testing on patients in the United States and subsequent protocol amendments must be submitted to the FDA as part
of the IND. Rambam MT has not yet submitted an IND in the United States for any clinical programs.

 The
clinical investigation of an investigational product candidate is generally divided into three phases. Although the phases are usually
conducted sequentially, they may overlap or some may be combined. The three phases of clinical investigation are as follows:

 Phase
 I. Phase I includes the initial introduction of an investigation product candidate into humans. Phase I clinical trials may be conducted
 in patients with the target disease or condition, or in healthy volunteers. These studies are designed to evaluate the safety, metabolism,
 pharmacokinetics, or "PK", and pharmacologic actions of the investigational product candidate in humans, the side effects
 associated with increasing doses, and if possible, to gain early evidence on effectiveness. During Phase I clinical trials, sufficient
 information about the investigational product candidate's PK and pharmacological effects may be obtained to inform the design
 of Phase II clinical trials. The total number of participants included in Phase I clinical trials varies but is generally in the
 range of 20 to 80. We expect that it will take approximately 3 months for Rambam MT to complete Phase I.

 Phase
 II. Phase II includes the controlled clinical trials conducted to evaluate the effectiveness of the investigational product candidate
 for a particular indication(s) in patients with the disease or condition under study, to determine dosage tolerance and optimal dosage,
 and to identify possible adverse side effects and safety risks associated with the product candidate. Phase II clinical trials are
 typically well controlled, closely monitored, conducted in a limited subject population and usually involving no more than several
 hundred participants. Rambam MT is planning to divide Phase II into two parts:

 Phase
 IIa. Phase IIa will include a randomized, double-blind, placebo-controlled, multiple ascending dose study in Israel to determine
 the maximum CBD extract administered sublingually to assess the safety, tolerability, pharmacokinetics, pharmacodynamics and efficacy
 for at least 4 weeks in RA patients in the presence of concurrent active therapies, such as non-steroidal anti-inflammatory drugs,
 or NSAIDs, and steroids. We expect that Phase IIa will take approximately 6 months.

 Phase
 IIb. Phase IIb will include IND submission for randomized, multi center double blinded, placebo-controlled dose response finding,
 or DRF, study for at least 12 weeks with either CBD extract or placebo administered sublingually in the presence of concurrent active
 therapies such as NSAIDs and steroids. This study will include 300-400 patients (80-100 patients per cohort) to study safety and
 efficacy of the product in active RA patients. We expect that Phase IIb will take approximately 18 months.

 Phase
 III. Phase III clinical trials are controlled clinical trials conducted in an expanded subject population at geographically dispersed
 clinical trial sites. They are performed after preliminary evidence suggesting effectiveness of the investigational product candidate
 has been obtained, are intended to further evaluate dosage, clinical effectiveness and safety, to establish the overall benefit-risk
 relationship of the product candidate, and to provide an adequate basis for drug approval. Phase III clinical trials usually involve
 several hundred to several thousand participants. In most cases, the FDA requires two adequate and well controlled Phase III clinical
 trials to demonstrate the efficacy of the drug.

 The
decision to terminate development of an investigational product candidate may be made by either a health authority body, such as the
FDA or IRB/ethics committees, or by a company for various reasons. The FDA may order the temporary, or permanent, discontinuation of
a clinical trial at any time, or impose other sanctions, if it believes that the clinical trial either is not being conducted in accordance
with FDA requirements or presents an unacceptable risk to the clinical trial patients. In some cases, clinical trials are overseen by
an independent group of qualified experts organized by the trial sponsor or the clinical monitoring board. This group provides authorization
for whether or not a trial may move forward at designated check points. These decisions are based on the limited access to data from
the ongoing trial. The suspension or termination of development can occur during any phase of clinical trials if it is determined that
the participants or patients are being exposed to an unacceptable health risk. In addition, there are requirements for the registration
of ongoing clinical trials of Product Candidates on public registries and the disclosure of certain information pertaining to the trials
as well as clinical trial results after completion.

 New
Drug Applications

 In
order to obtain approval to market a drug in the United States, a marketing application must be submitted to the FDA that provides data
establishing the safety and effectiveness of the product candidate for the proposed indication. The application includes all relevant
data available from pertinent preclinical studies and clinical trials, including negative or ambiguous results as well as positive findings,
together with detailed information relating to the product's chemistry, manufacturing, controls and proposed labeling, among other
things. Data can come from company sponsored clinical trials intended to test the safety and effectiveness of a product, or from a number
of alternative sources, including studies initiated by investigators. To support marketing approval, the data submitted must be sufficient
in quality and quantity to establish the safety and effectiveness of the investigational product candidate to the satisfaction of the
FDA. In most cases, the NDA must be accompanied by a substantial user fee; there may be some instances in which the user fee is waived.
The FDA will initially review the NDA for completeness before it accepts the NDA for filing. The FDA has 60 days from its receipt of
an NDA to determine whether the application will be accepted for filing based on the agency's threshold determination that it is
sufficiently complete to permit substantive review. After the NDA submission is accepted for filing, the FDA begins an in-depth review.
The FDA has agreed to certain performance goals in the review of NDAs. Most such applications for standard review Product Candidates
are reviewed within ten to twelve months. The FDA can extend this review by three months to consider certain late submitted information
or information intended to clarify information already provided in the submission. The FDA reviews the NDA to determine, among other
things, whether the proposed product is safe and effective for its intended use, and whether the product is being manufactured in accordance
with cGMP. The FDA may refer applications for novel Product Candidates that present difficult questions of safety or efficacy to an advisory
committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the
application should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it
considers such recommendations carefully when making decisions.

 Before
approving an NDA, the FDA will inspect the facilities at which the product is manufactured. The FDA will not approve the product unless
it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent
production of the product within required specifications. Additionally, before approving an NDA, the FDA will typically inspect one or
more clinical sites to assure compliance with GCP. After the FDA evaluates the NDA and the manufacturing facilities, it issues either
an approval letter or a complete response letter. A complete response letter generally outlines the deficiencies in the submission and
may require substantial additional testing or information in order for the FDA to reconsider the application. If, or when, those deficiencies
have been addressed to the FDA's satisfaction in a resubmission of the NDA, the FDA will issue an approval letter. Notwithstanding
the submission of any requested additional information, the FDA ultimately may decide that the application does not satisfy the regulatory
criteria for approval.

 An
approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. Product approval
may require substantial post-approval testing and surveillance to monitor the drug's safety or efficacy. Once granted, product
approvals may be withdrawn if compliance with regulatory standards is not maintained or problems are identified following initial marketing.

 Disclosure
of Clinical Trial Information

 Sponsors
of clinical trials of certain FDA regulated products, including prescription drugs, are required to register and disclose certain clinical
trial information (though not specifically required for Phase I trials) on a public website maintained by the U.S. National Institutes
of Health, or "NIH". Information related to the product, patient population, phase of investigation, study sites and investigator,
and other aspects of the clinical trial is made public as part of the registration. Sponsors are also obligated to disclose the results
of these trials after completion. Disclosure of the results of these trials can be delayed until the product or new indication being
studied has been approved. Competitors may use this publicly available information to gain knowledge regarding the design and progress
of our development programs.

 Advertising
and Promotion

 The
FDA and other federal regulatory agencies closely regulate the marketing and promotion of drugs through, among other things, standards
and regulations for direct-to-consumer advertising, communications regarding unapproved uses, industry-sponsored scientific and educational
activities, and promotional activities involving the Internet. A product cannot be commercially promoted before it is approved. After
approval, product promotion can include only those claims relating to safety and effectiveness that are consistent with the labeling
(package insert) approved by the FDA. Healthcare providers are permitted to prescribe drugs for "off-label" uses —
that is, uses not approved by the FDA and, therefore, not described in the drug's labeling — because the FDA does not regulate
the practice of medicine. However, FDA regulations impose stringent restrictions on manufacturers' communications regarding off-label
uses.

 Post-Approval
Regulations

 After
regulatory approval of a drug is obtained, a company is required to comply with a number of post-approval requirements. For example,
as a condition of approval of an NDA, the FDA may require post-marketing testing, including Phase IV clinical trials, and surveillance
to further assess and monitor the product's safety and effectiveness after commercialization. In addition, as a holder of an approved
NDA, a company would be required to report adverse reactions and production problems to the FDA, to provide updated safety and efficacy
information, and to comply with requirements concerning advertising and promotional labeling for any of its products. Also, quality control
and manufacturing procedures must continue to conform to cGMP after approval to assure and preserve the long-term stability of the drug
or biological product. The FDA periodically inspects manufacturing facilities to assess compliance with cGMP, which imposes extensive
procedural and substantive record keeping requirements. In addition, changes to the manufacturing process are strictly regulated, and,
depending on the significance of the change, may require prior FDA approval before being implemented. FDA regulations also require investigation
and correction of any deviations from cGMP and impose reporting and documentation requirements upon a company and any third-party manufacturers
that a company may decide to use. Accordingly, manufacturers must continue to expend time, money and effort in the area of production
and quality control to maintain compliance with cGMP and other aspects of regulatory compliance.

 Controlled
Substances

 The
CSA and its implementing regulations establish a "closed system" of regulations for controlled substances. The CSA imposes
registration, security, recordkeeping and reporting, storage, manufacturing, distribution, importation and other requirements under the
oversight of the DEA, which is the federal agency responsible for regulating controlled substances, and requires those individuals or
entities that manufacture, import, export, distribute, research, or dispense controlled substances to comply with the regulatory requirements
in order to prevent the diversion of controlled substances to illicit channels of commerce.

 Facilities
that research, manufacture, distribute, import or export any controlled substance must register annually with the DEA. The DEA registration
is specific to the particular location, activity(ies) and controlled substance schedule(s). For example, separate registrations are required
for importation and manufacturing activities, and each registration authorizes which schedules of controlled substances the registrant
may handle. However, certain coincident activities are permitted without obtaining a separate DEA registration, such as distribution
of controlled substances by the manufacturer that produces them.

 The
DEA categorizes controlled substances into one of five schedules — Schedule I, II, III, IV, or V— with varying qualifications
for listing in each schedule. Schedule I substances by definition have a high potential for abuse, have no currently "accepted
medical use" in treatment in the United States and lack accepted safety for use under medical supervision. They may be used only
in federally approved research programs and may not be marketed or sold for dispensing to patients in the United States. Pharmaceutical
products having a currently accepted medical use that are otherwise approved for marketing may be listed as Schedule II, III, IV or V
substances, with Schedule II substances presenting the highest potential for abuse and physical or psychological dependence, and Schedule
V substances presenting the lowest relative potential for abuse and dependence. The regulatory requirements are more restrictive for
Schedule II substances than Schedule III substances. For example, all Schedule II drug prescriptions must be signed by a physician, physically
presented to a pharmacist in most situations, and cannot be refilled. Once FDA has approved a medical use for Schedule I drugs, the DEA
must reschedule the drug. For example, after FDA approval for Epidiolex, a purified CBD oil, for the treatment of two rare forms
of epilepsy, DEA placed it in Schedule V. Further, on April 6, 2020, GW Pharma announced that Epidiolex was descheduled by
the DEA and is no longer considered a controlled substance.

 The
DEA inspects all manufacturing facilities to review security, record keeping, reporting and handling prior to issuing a controlled substance
registration. The specific security requirements vary by the type of business activity and the schedule and quantity of controlled substances
handled. The most stringent requirements apply to manufacturers of Schedule I and Schedule II substances. Required security measures
commonly include background checks on employees and physical control of controlled substances through storage in approved vaults, safes
and cages, and through use of alarm systems and surveillance cameras. Manufacturing facilities must maintain records documenting the
manufacture, receipt and distribution of all controlled substances. Manufacturers must submit periodic reports to the DEA of the distribution
of Schedule I and II controlled substances, Schedule III narcotic substances, and other designated substances. In addition to an importer
or exporter registration, importers and exporters must obtain a permit for every import or export of a Schedule I and II substance or
Schedule III, IV and V narcotic, and submit import or export declarations for Schedule III, IV and V non-narcotics.

 For
drugs manufactured in the United States, the DEA establishes annually an aggregate quota for the amount of substances within Schedules
I and II that may be manufactured or produced in the United States based on the DEA's estimate of the quantity needed to meet legitimate
medical, scientific, research and industrial needs. The quotas apply equally to the manufacturing of the API and production of dosage
forms.

 The
states also maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution,
and dispensing requirements. State Authorities, including Boards of Pharmacy, regulate use of controlled substances in each state. Failure
to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can
result in enforcement action that could have a material adverse effect on our business, operations and financial condition. The DEA may
seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances,
violations could lead to criminal prosecution.

 Cannabinoids
as a Controlled Substance

 Cannabinoids
are subject to the United Nations Single Convention on Narcotic Drugs (1961) adopted by numerous countries globally, which prohibits
the production and supply of specific drugs, except for scientific and research purposes. Under the current UN definition, Cannabis extracts
and tinctures are controlled substances. Individual countries (and sometimes jurisdictions within countries) are rapidly changing how
they interpret and apply the international rules. Currently there is a broad spectrum of legal statuses based on strength, source and
intended use. We are closely monitoring these changes. We expect that there may be different requirements in each region where we have
clinical sites.

 Several
Cannabis-related drugs were placed in lower schedules once they were approved as drugs. For example, the US DEA reduced Epidiolex
(CBD) to Schedule V after it was approved for treatment of two rare forms of childhood epilepsy. In April 2020, the DEA descheduled Epidiolex
entirely.

 The
passage of the Farm Bill in December 2018 legalized the cultivation of hemp in the United States and the production of hemp-derived non-THC
cannabinoids, removing these products from the CSA. Our products use oil extracted from CBD strains, containing <0.3% THC.

 We
plan to engage third parties to conduct clinical trials for our product candidates outside the United States, subject to regulatory approval.
As a result, such third parties will also be subject to controlled substance laws and regulations from the various other regulatory agencies
in other countries where we develop, manufacture or commercialize our product candidates in the future.

 Marketing
Exclusivity

 Upon
NDA approval of a new chemical entity, which for this purpose is defined as a drug that contains no active moiety that has been approved
by the FDA in any other NDA, that drug receives five years of marketing exclusivity during which the FDA cannot approve any abbreviated
new drug application, or ANDA, seeking approval of a generic version of that drug. Certain changes to the scope of an approval for a
drug, such as the addition of a new indication to the package insert, are associated with a three-year period of exclusivity during which
the FDA cannot approve an ANDA for a generic drug that includes the change. A Section 505(b)(2) NDA may be eligible for three-year
marketing exclusivity, assuming the NDA includes reports of new clinical studies (other than bioequivalence studies) essential to the
approval of the NDA.

 An
ANDA may be submitted one year before marketing exclusivity expires if a Paragraph IV certification is filed. In this case, the 30 months
stay, if applicable, runs from the end of the five-year marketing exclusivity period. If there is no listed patent in the FDA's
Approved Drug Products with Therapeutic Equivalence Evaluations, commonly known as the Orange Book, there may not be a Paragraph IV certification,
and, thus, no ANDA may be filed before the expiration of the exclusivity period.

 Additionally,
six months of marketing exclusivity in the United States is available under Section 505A of the FDCA if, in response to a written
request from the FDA, a sponsor submits and the agency accepts requested information relating to the use of the approved drug in the
pediatric population. This six-month pediatric exclusivity period is added to any existing patent or non-patent exclusivity period for
which the drug product is eligible.

 Patent
Term Extension

 The
term of a patent that covers an FDA approved drug may be eligible for patent-term extension, which provides patent-term restoration as
compensation for the patent term lost during the FDA regulatory review process. The United States Federal Drug Price Competition and
Patent Term Restoration Act of 1984 permits a patent-term extension of up to five years beyond the expiration of the patent. The length
of the patent-term extension is related to the length of time the drug is under regulatory review. Patent extension cannot extend the
remaining term of a patent beyond a total of 14 years from the date of product approval and only one patent applicable to an approved
drug may be extended. Similar provisions are available in Europe and other foreign jurisdictions to extend the term of a patent that
covers an approved drug.

 European
and Other International Government Regulation

 In
addition to regulations in the United States and Canada, our third-party licensees will be subject to a variety of regulations in other
jurisdictions governing, among other things, clinical trials and any commercial sales and distribution of our products. Whether or not
we obtain FDA approval for a product, such third-party licensees must obtain the requisite approvals from regulatory authorities in foreign
countries prior to the commencement of clinical trials or marketing of the product in those countries. Some countries outside of the
United States have a similar process that requires the submission of a clinical trial application much like the IND prior to the commencement
of human clinical trials. In Europe, for example, a clinical trial application must be submitted to each country's national health
authority and an independent ethics committee, much like the FDA and IRB, respectively. Once the clinical trial application is approved
in accordance with a country's requirements, clinical trial development may proceed.

 The
UK was previously in a transition period until December 31, 2020, during which time it continued to abide by the EU regulatory processes;
however, they may adopt different or additional procedures.

 To
obtain regulatory approval to commercialize a new drug under EU regulatory systems, it is required to submit a MAA. The MAA is similar
to the NDA, with the exception of, among other things, country-specific document requirements.

 For
other countries outside of the EU, such as countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct
of clinical trials, product licensing, pricing and reimbursement vary from country to country. Internationally, clinical trials are generally
required to be conducted in accordance with GCP, applicable regulatory requirements of each jurisdiction and the medical ethics principles
that have their origin in the Declaration of Helsinki.

 Compliance

 During
all phases of development (pre- and post-marketing), failure to comply with applicable regulatory requirements may result in administrative
or judicial sanctions. These sanctions could include the FDA's imposition of a clinical hold on trials, refusal to approve pending
applications, withdrawal of an approval, warning letters, product recalls, product seizures, total or partial suspension of production
or distribution, product detention or refusal to permit the import or export of products, injunctions, fines, civil penalties or criminal
prosecution. Any agency or judicial enforcement action could have a material adverse effect.

 Other
Special Regulatory Procedures

 Priority
Review (United States) and Accelerated Assessment (European Union)

 Based
on results of the Phase III clinical trial(s) submitted in an NDA, upon the request of an applicant, a priority review designation may
be granted to a product by the FDA, which sets the target date for FDA action on the application at six months from the FDA's decision
on priority review application, or eight months from the NDA filing. Priority review is given where preliminary estimates indicate that
a product, if approved, has the potential to provide a safe and effective therapy where no satisfactory alternative therapy exists, or
a significant improvement compared to marketed products is possible. If criteria are not met for priority review, the standard FDA review
period is ten months from the FDA's decision on priority review application, or 12 months from the NDA filing. The priority review
designation does not change the scientific/medical standard for approval or the quality of evidence necessary to support approval.

 Under
the Centralized Procedure in the European Union, the maximum timeframe for the evaluation of a MAA is 210 days (excluding "clock
stops," when additional written or oral information is to be provided by the applicant in response to questions asked by the Committee
for Medicinal Products for Human Use, or "CHMP"). Accelerated evaluation might be granted by the CHMP in exceptional cases,
when a medicinal product is expected to be of a major public health interest, which takes into consideration: the seriousness of the
disease (e.g., disabling or life-threatening diseases); the absence or insufficiency of an appropriate alternative therapeutic approach;
and anticipation of high therapeutic benefit. In this circumstance, EMA ensures that the opinion of the CHMP is given within 150 days.

 Accelerated
Approval

 Under
the FDA's accelerated approval regulations, the FDA may approve a drug for a serious or life-threatening illness that provides
meaningful therapeutic benefit to patients over existing treatments based upon a surrogate endpoint that is reasonably likely to predict
clinical benefit. This approval mechanism is provided for under 21CRF314 Subpart H and 21CRF601 Subpart E. In this case, clinical trials
are conducted in which a surrogate endpoint is used as the primary outcome for approval. A surrogate endpoint is reasonably likely to
predict clinical benefit, or an effect on a clinical endpoint that can be measured earlier than an effect on irreversible morbidity or
mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into
account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments. This surrogate endpoint
substitutes for a direct measurement of how a patient feels, functions, or survives and is considered reasonably likely to predict clinical
benefit. Such surrogate endpoints may be measured more easily or more rapidly than clinical endpoints. A drug candidate approved on this
basis is subject to rigorous post-marketing compliance requirements, including the completion of Phase IV or post-approval clinical trials
to confirm the effect on the clinical endpoint. When the Phase IV commitment is successfully completed, the biomarker is deemed to be
a surrogate endpoint. Failure to conduct required post-approval studies or confirm a clinical benefit during post-marketing studies,
could lead the FDA to withdraw the drug from the market on an expedited basis. All promotional materials for drug candidates approved
under accelerated regulations are subject to prior review by the FDA.

 Other
Healthcare Laws and Compliance Requirements

 In
the United States, our activities are potentially subject to additional regulation by various federal, state and local authorities in
addition to the FDA, including, among others, the Centers for Medicare and Medicaid Services, other divisions of HHS, the DOJ, and individual
United States Attorney offices within the DOJ and state and local governments.

 Compliance
with Environmental Laws

 Other
than our ongoing research and development, our only operations consist of our pre-clinical trial being in conducted in Israel for RA,
which may further our COVID-19 product candidate. At this time, compliance with environmental laws in Israel, where we conduct our operations,
has not been a burden and has not required from us the use of material resources or capital expenditures.

 Employees

 As
of December 31, 2023, we do not have any employees. Our officers are engaged through consulting agreements.

 Corporate
Information

 Easy
Energy was incorporated under the laws of the State of Nevada in May 2017. On May 14, 2021, Raphael Israel and Easy Energy completed
the Share Exchange, pursuant to which we changed our name to Raphael Pharmaceutical Inc..Our registered address is 4 Lui Paster, Tel
Aviv-Jaffa, Israel 6803605. Our website address is  Information contained on, or that can be accessed
through, our website is not incorporated by reference into this Annual Report, and you should not consider information on our website
to be part of this Annual Report. We have included our website address in this Annual Report solely as an inactive textual reference.
The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers
that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC's website at

 Item
1A. Risk Factors.

 An
investment in our securities carries a significant degree of risk. You should carefully consider the following risks, as well as the
other information contained in this Annual Report, including our historical financial statements and related notes included elsewhere
in this Annual Report, before you decide to purchase our securities. Additional risks and uncertainties that we are unaware of may become
important factors that affect us. If any of the following events occur, our business, financial conditions and operating results may
be materially and adversely affected. In that event, the trading price of our common stock and warrants may decline, and you could lose
all or part of your investment.

 We
may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential
risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties
that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse
effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

 Summary
Risk Factors

 Our
business is subject to a number of risks, including risks that may adversely affect our business, financial condition and results of
operations. These risks are discussed more fully below and include, but are not limited to, risks related to:

 We
 have a limited operating history and we have incurred significant operating losses since our inception, and anticipate that we will
 incur continued losses for the foreseeable future.

 We
 have not generated revenue from any product candidate and may never be profitable.

 We
 expect that we will need to raise substantial additional funding before we can expect to complete the development of our RA product
 candidate or any other product candidate. This additional financing may not be available on acceptable terms, or at all. Failure
 to obtain this necessary capital when needed may force us to delay, limit or terminate our product candidate development efforts
 or other operations.

 The
 lack of an active trading market could adversely impact our ability to raise working capital and adversely impact our ability to
 continue operations.

 We
 are heavily dependent on the success of our product candidates, which are in various stages of pre-clinical development. We cannot
 give any assurance that any of our product candidates will proceed to clinical development or that they will receive regulatory approval,
 which is necessary before they can be commercialized.

 The
 regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable.
 If we are ultimately unable to obtain regulatory approval for our product candidates, our business will be substantially harmed.

 drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies may not be predictive
 of future study results.

 We
 hold no patents on our products, and our business employs proprietary technology (know-how) and information may be difficult to protect
 and/or infringe on the intellectual property rights of third parties.

 We
 manage our business through a small number of employees and key consultants.

 We
 will need to expand our organization and we may experience difficulties in recruiting needed additional employees and consultants,
 which could disrupt our operations.

 We
 rely on third parties to conduct our preclinical and, in the future, clinical studies and perform other tasks for us. If these third
 parties do not successfully carry out their contractual duties, meet expected deadlines or comply with regulatory requirements, we
 may not be able to obtain regulatory approval for or commercialize our product candidates and our business could be substantially
 harmed.

 We
 will rely on third parties to grow and provide us with our active pharmaceutical ingredient, or API, and formulations. Our business
 could be harmed if those third parties fail to provide us with sufficient quantities of our needed supplies, or fail to do so at
 acceptable quality levels or prices.

 We
 rely on third parties to supply and manufacture our product candidates, and we expect to continue to rely on third parties to manufacture
 our products, if approved. The development of such product candidates and the commercialization of any products, if approved, could
 be stopped, delayed, or made less profitable if any such third party fails to provide with sufficient quantities of product candidates
 or products, or fails to do so at acceptable quality levels or prices, or fails to maintain or achieve satisfactory regulatory compliance.

 We
 and our collaborators and contract manufacturers are subject to significant regulation with respect to manufacturing our product
 candidates. The manufacturing facilities on which we rely may not continue to meet regulatory requirements and have limited capacity.

 Our
 executive officer, directors and certain stockholders who are beneficial owners of 5% or more of our outstanding Common Stock possess
 the majority of our voting power, and through this ownership, have the ability to control our Company and our corporate actions.

 Investors
 may have difficulty in reselling their shares due to the substantial lack of liquidity of our Common Stock.

 we previously had our registration with the SEC revoked and because our business operations resulted from public by means of a "reverse
 merger," we may not be able to attract the attention of major brokerage firms.

 As
 a former shell company, resales of shares of our restricted Common Stock in reliance on Rule 144 of the Securities Act are subject
 to the requirements of Rule 144(i).

 Our
 headquarters and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political,
 economic and military instability in Israel.

 Conditions
 in Israel, including the armed conflict between Israel and Hamas, Hezbollah and other terrorist organizations from the Gaza Strip
 and Lebanon.

 Risks
Related to Our Financial Condition and Capital Requirements

 We
have a limited operating history and we have incurred significant operating losses since our inception, and anticipate that we will incur
continued losses for the foreseeable future.

 We are an emerging pharmaceutical
research and clinical development company with a limited operating history in our industry. Before the Share Exchange, we did not have
any operations dating back to 2011. To date, we have focused almost exclusively on developing our RA product candidate. Raphael Israel
has funded its operations to date primarily through proceeds from investors and from its own resources. Other than the funding that Easy
Energy received, and which was lent to Raphael Israel after the closing of the Share Exchange, Easy Energy has had no sources of funding
since ceasing its operations in 2011. We have only a limited operating history in our current industry upon which you can evaluate our
business and prospects. In addition, we have limited experience and have not yet demonstrated an ability to successfully overcome many
of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the pharmaceutical
industry. To date, we have not generated revenue from the sale of our product candidates (see Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations" for additional information). We incurred losses in each year since
our inception and, while operational, we have never been profitable and have incurred losses since inception. We expect to continue to
incur losses until, and if, a product candidate that we are developing, such as our RA product candidate, receives approval from regulators
for commercialization. Our net loss attributable to holders of our ordinary shares for the years ended December 31, 2023 and 2022
was approximately $1.28 million and $3.36 million, respectively. As of December 31, 2023, we had an accumulated deficit of approximately
$7.31 million. Substantially all of our operating losses resulted from costs incurred in connection with our development program and from
general and administrative costs associated with our operations.

 We
expect our research and development expenses to increase in connection with our planned preclinical and clinical trials. In addition,
even if we obtain marketing approval for any current or future product candidate, we will likely incur significant business development
expenses as we seek to commercialize such products, as well as continued research and development expenses. Furthermore, we expect to
incur additional costs associated with operating as a reporting company, which we estimate will be at least tens of thousands of dollars
annually. As a result, we expect to continue to incur significant and increasing operating losses for the foreseeable future. Because
of the numerous risks and uncertainties associated with developing pharmaceutical products, we are unable to predict the extent of any
future losses or when we will become profitable, if at all.

 We
expect to continue to incur significant losses until we are able to commercialize our product candidates, which we may not be successful
in achieving. We anticipate that our expenses will increase substantially if and as we:

 continue
 the research and development of our RA product candidate or any other product candidate;

 expand
 the scope of our current clinical studies for our RA product candidate or any other product candidate;

 seek
 regulatory and marketing approvals for our product candidates that successfully complete clinical studies;

 seek
 to maintain, protect, and expand our intellectual property portfolio;

 seek
 to attract and retain skilled personnel; and

 create
 additional infrastructure to support our operations as a reporting company and our product candidate development and planned future
 commercialization efforts.

 We
have not generated revenue from any product candidate yet and may never be profitable.

 Our
ability to become profitable depends upon our ability to generate revenue. We do not expect to generate significant revenue unless or
until we obtain marketing approval of, and commercialize, our RA product candidate or any other product candidate that we may seek to
develop. Our ability to generate future revenue from product candidate sales depends heavily on our success in many areas, including
but not limited to:

 obtaining
 favorable results from and progress the pre-clinical and clinical development of our product candidate(s);

 developing
 and obtaining regulatory approval for registration studies protocols for our product candidate(s);

 subject
 to successful completion of registration and clinical trials of our RA product candidate, applying for and obtaining marketing approval;

 establishing
 and maintaining supply and manufacturing relationships with third parties that can provide adequate (in amount and quality) products,
 and at acceptable costs, to support market demand for our product candidates, if marketing approval is received;

 identifying,
 assessing, acquiring and/or developing new product candidate(s);

 accurately
 identifying demand for our product candidate(s);

 continued
 consumer interest in treatments to the symptoms of RA;

 obtaining
 market acceptance of our product candidates, if approved for marketing, as viable treatment options;

 negotiating
 favorable terms in any collaboration, licensing or other arrangements into which we may enter; and

 attracting,
 hiring and retaining qualified personnel.

 We
do not believe that our current cash on hand will be sufficient to fund our projected operating requirements. This raises substantial
doubt about our ability to continue as a going concern. In addition, the report of our independent registered public accounting firm
contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us
from obtaining new financing on reasonable terms or at all.

 We
do not believe that our current cash on hand will be sufficient to fund our projected operating requirements. This raises substantial
doubt about our ability to continue as a going concern. In addition, the report of our independent registered public accounting firm
on our audited financial statements for each of the two years ended December 31, 2023 and 2022 contains an explanatory paragraph regarding
substantial doubt about our ability to continue as a going concern. Our audited financial statements do not include any adjustments that
might result from the outcome of the uncertainty regarding our ability to continue as a going concern. This going concern opinion could
materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Further reports
on our financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. If we cannot
continue as a going concern, our investors may lose their entire investment in our Common Stock. Until we can generate significant revenues,
if ever, we expect to satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will
be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of, or eliminate
research or development plans for, or commercialization efforts with respect to our products.

 We
expect that we will need to raise substantial additional funding before we can expect to complete the development of our RA product candidate
or any other product candidate. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this
necessary capital when needed may force us to delay, limit or terminate our product candidate development efforts or other operations.

 As of December 31, 2023, our
cash and cash equivalent were approximately $0.23 million and we had a positive working capital of $0.26 million and an accumulated deficit
of $7.31 million. Based upon our currently expected level of operating expenditures, we expect that our existing cash and cash equivalents
will only be sufficient to fund operations through the first quarter of 2024. In addition, our operating plans may change as a result
of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future funding
requirements will depend on many factors, including but not limited to:

 our
 clinical trial results;

 the
 cost, timing and outcomes of seeking marketing approval of any product candidate for which we may seek marketing approval and the
 costs associated with our plans to have third parties commercialize any approved product candidate(s);

 the
 cost of filing and prosecuting patent applications and the cost of defending patents, if any;

 development
 of other early-stage development product candidates;

 subject
 to receipt of marketing approval, revenue received from sales of approved products, if any, in the future;

 any
 product liability or other lawsuits related to our products;

 the
 expenses needed to attract and retain skilled personnel; and

 the
 costs associated with being a reporting company.

 Any
additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to
develop and commercialize our product candidates. In addition, we cannot guarantee that future financing will be available in sufficient
amounts or on terms acceptable to us, if at all, during or after the COVID-19 pandemic. Moreover, the terms of any financing may adversely
affect the holdings or the rights of holders of our securities and the issuance of additional securities, whether equity or debt, by
us, or the possibility of such issuance, may cause the trading price of our shares to decline. The incurrence of indebtedness could result
in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our
ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating
restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements
with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, and we may be required to relinquish
rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us, any of which may have a material
adverse effect on our business, operating results and prospects. Even if we believe that we have sufficient funds for our current or
future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

 If
we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our
research or development programs or the development or commercialization, if any, of any product candidates or be unable to expand our
operations or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, financial condition
and results of operations.

 The
lack of an active trading market could adversely impact our ability to raise working capital and adversely impact our ability to continue
operations.

 Our
Common Stock is not currently traded on any national securities exchange and is traded on
the over-the-counter market with quotations published on the OTC Markets Group, Inc.'s OTCQB tier Venture Market (the "OTCQB")
under the symbol "RAPH." Because our Common Stock is considered illiquid, we may find it more difficult to raise capital. If
we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations. For
additional information, see "Item 1A. Risk Factors – Risks Related to Ownership of Our Securities – Investors may have
difficulty in reselling their shares due to the substantial lack of liquidity of our common stock."

 Risks
Related to Product Development, Regulatory Approval and Commercialization

 We
are heavily dependent on the success of our product candidates, which are in various stages of pre-clinical development. We cannot give
any assurance that any of our product candidates will proceed to clinical development or that they will receive regulatory approval,
which is necessary before they can be commercialized.

 Since
its inception, Raphael Israel has invested substantially all of its efforts and financial resources to design and develop its product
candidates, including conducting preclinical studies and providing general and administrative support for these operations. Our future
success is dependent on our ability to continue these operations, and more specifically, to successfully complete pre-clinical and clinical
development of our product candidates, which will require coordination from applicable regulatory agencies, obtain regulatory approval
for, and then successfully commercialize one or more product candidates for which we receive regulatory approval. We currently generate
no revenue from, and we may never be able to generate revenue.

 Our
RA product candidate and the product candidate that we are seeking to develop for the treatment of inflammation associated with COVID-19
are both in pre-clinical development and will require clinical development (and in some cases additional pre-clinical development), management
of non-clinical, clinical and manufacturing activities, regulatory approval, obtaining adequate manufacturing supply, building of a commercial
organization and significant marketing efforts before we generate any revenue from product candidate sales. It may be months or years
before a pivotal study is initiated, if at all. Any clinical trials in the United States will require the approval of an Investigational
New Drug, or IND, application by the FDA, and we cannot assure that we will obtain such approval in a timely manner, or at all. We are
not permitted to market or promote any of our product candidates before we receive regulatory approval from the FDA or comparable foreign
regulatory authorities, and we may never receive such regulatory approval for any of our product candidates.

 We
as a company have never submitted marketing applications to the FDA or comparable foreign regulatory authorities. We cannot be certain
that any of our product candidates will be successful in clinical studies or receive regulatory approval or what regulatory pathway the
regulatory authorities shall designate for our product candidates. Further, our product candidates may not receive regulatory approval
even if they are successful in clinical studies. If we do not receive regulatory approvals for our product candidates, we may not be
able to continue our operations.

 We
generally plan to seek regulatory approval to commercialize our product candidates in the United States, the European Union, Israel and
other foreign countries. To obtain regulatory approvals we must comply with the numerous and varying regulatory requirements of such
countries regarding safety, efficacy, chemistry, manufacturing and controls, clinical studies, commercial sales, pricing and distribution
of our product candidates. Even if we are successful in obtaining approval in one jurisdiction, we cannot ensure that we will obtain
approval in any other jurisdictions. If we are unable to obtain approval for our product candidates in multiple jurisdictions, our revenue
and results of operations would be negatively affected.

 The
regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable.
If we are ultimately unable to obtain regulatory approval for our product candidates, our business will be substantially harmed.

 The
time required to obtain approval by the FDA and comparable foreign authorities is unpredictable, typically takes many years following
the commencement of clinical studies and depends upon numerous factors. In addition, approval policies, regulations or the type and amount
of clinical data necessary to gain approval may change during the course of a product candidate's clinical development and may
vary among jurisdictions, which may cause delays in the approval or the decision not to approve an application. We have not obtained
regulatory approval for any product candidate, and it is possible that none of our existing product candidates or any product candidates
we may seek to develop in the future will ever obtain regulatory approval.

 Applications
for our product candidates could fail to receive regulatory approval for many reasons, including but not limited to the following:

 the
 FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical studies;

 we
 may be unable to demonstrate to the FDA or comparable foreign regulatory authorities that a product candidate's safety-benefit
 ratio for its proposed indication is acceptable;

 the
 FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical
 studies;

 the
 data collected from clinical studies of our product candidates may not be sufficient to support the submission of a new drug application,
 or NDA, in the United States or elsewhere;

 the
 FDA or comparable foreign regulatory authorities may fail to approve the manufacturing processes, test procedures and specifications
 or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and

 the
 approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering
 our clinical data insufficient for approval.

 This
lengthy approval process, as well as the unpredictability of the results of clinical studies, may result in our failing to obtain regulatory
approval to market any of our product candidates, which would significantly harm our business, results of operations and prospects.

drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies may not be predictive
of future study results.

testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during
the clinical study process. The results of pre-clinical studies and early clinical studies, if any are commenced, of our product candidates
may not be predictive of the results of later-stage clinical studies. Product candidates that have shown promising results in early-stage
clinical studies may still suffer significant setbacks in subsequent advanced clinical studies. There is a high failure rate for drugs
proceeding through clinical studies, and product candidates in later stages of clinical studies may fail to show the desired safety and
efficacy traits despite having progressed satisfactorily through preclinical studies and initial clinical studies. A number of companies
in the pharmaceutical industry have suffered significant setbacks in advanced clinical studies due to lack of efficacy or adverse safety
profiles, notwithstanding promising results in earlier studies. Moreover, preclinical and clinical data are often susceptible to varying
interpretations and analyses. We do not know whether any Phase 1, Phase 2, Phase 3 (if any) or other clinical studies we may
conduct will demonstrate consistent or adequate efficacy and safety sufficient to obtain regulatory approval to market our product candidates.

 We
may find it difficult to enroll patients in our clinical studies. Difficulty in enrolling patients could delay or prevent clinical studies
of our product candidates.

 Identifying
and qualifying patients to participate in clinical studies of our product candidates is critical to our success. The timing of our clinical
studies depends in part on the speed at which we can recruit patients to participate in testing our product candidates, and we may experience
delays in our clinical studies if we encounter difficulties in enrollment.

 Additionally,
the process of finding patients may prove costly. We also may not be able to identify, recruit and enroll a sufficient number of patients
to complete our clinical studies because of the perceived risks and benefits of the product candidate under study, the availability and
efficacy of competing therapies and clinical studies, the proximity and availability of clinical study sites for prospective patients
and the patient referral practices of physicians. If patients are unwilling to participate in our studies for any reason, the timeline
for recruiting patients, conducting studies and obtaining regulatory approval of potential product candidates will be delayed.

 If
we experience delays in the completion or termination of any clinical study of our product candidates, the commercial prospects of our
product candidates will be harmed, and our ability to generate product candidate revenue from any of these product candidates could be
delayed or prevented. In addition, any delays in completing our clinical studies will increase our costs, slow down our product candidate
development and approval process and jeopardize our ability to commence product candidate sales and generate revenue. Any of these occurrences
may harm our business, financial condition and prospects significantly. In addition, many of the factors that cause, or lead to, a delay
in the commencement or completion of clinical studies may also ultimately lead to the denial of regulatory approval of our product candidates.

 We
may encounter substantial delays in our clinical studies, or we may fail to demonstrate safety and efficacy to the satisfaction of applicable
regulatory authorities.

 Before
obtaining marketing approval from regulatory authorities for the sale of our product candidates, we must conduct extensive clinical studies
to demonstrate the safety and efficacy of the product candidates in humans. Clinical testing is expensive, time consuming and uncertain
as to outcome. We cannot guarantee that any clinical studies will be conducted as planned or completed on schedule, if at all. A failure
of one or more clinical studies can occur at any stage of testing, and our future clinical studies may not be successful. Events that
may prevent successful or timely completion of clinical development include but are not limited to:

 inability to generate sufficient
 preclinical, toxicology or other in vivo or in vitro data to support the initiation of human clinical studies;

 delays in reaching a consensus
 with regulatory agencies on study design;

 delays in reaching agreement
 on acceptable terms with prospective contract research organizations, or CROs, and clinical study sites, the terms of which can be
 subject to extensive negotiation and may vary significantly among different CROs and clinical study sites;

 delays in obtaining required
 Institutional Review Board, or IRB, approval at each clinical study site;

 imposition of a clinical
 hold by regulatory agencies, after review of an IND, application, or equivalent application, or an inspection of our clinical study
 operations or study sites;

 delays in recruiting suitable
 patients to participate in our clinical studies;

 difficulty collaborating
 with patient groups and investigators;

 failure by our CROs, other
 third parties or us to adhere to clinical study requirements;

 failure to perform in accordance
 with the FDA's Good Clinical Practices, or GCP, requirements, or applicable regulatory guidelines in other countries;

 delays in having patients
 complete participation in a study or return for post-treatment follow-up;

 patients dropping out of
 a study;

 occurrence of serious adverse
 events associated with the product candidate that are viewed to outweigh its potential benefits;

 changes in regulatory requirements
 and guidance that require amending or submitting new clinical protocols;

 the cost of clinical studies
 of our product candidates being greater than we anticipate;

 clinical studies of our
 product candidates producing negative or inconclusive results, which may result in us deciding, or regulators requiring us, to conduct
 additional clinical studies or abandon product candidate development programs; and

 delays in manufacturing,
 testing, releasing, validating or importing/exporting sufficient stable quantities of our product candidates for use in clinical
 studies or the inability to do any of the foregoing.

 Any
inability to successfully complete preclinical and clinical development could result in additional costs to us or impair our ability
to generate revenue. We may also be required to conduct additional safety, efficacy and comparability studies before we will be allowed
to start clinical studies with our repurposed drugs. Clinical study delays could also shorten any periods during which our product candidates
have patent protection and may allow our competitors to bring product candidates to market before we do, which could impair our ability
to obtain orphan exclusivity and successfully commercialize our product candidates and may harm our business and results of operations.

 Our
product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval,
limit the commercial profile of an approved label or result in significant negative consequences following marketing approval, if any.

 The
use of dronabinol has been associated with seizures, paranoia, rapid heart rate and unusual thoughts and behaviors. Undesirable side
effects caused by our product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical studies and could
result in a more restrictive marketing label or the delay or denial of regulatory approval by the FDA or other comparable foreign authorities.
Potential side effects of our cannabinoid-based treatments may include: asthenia, palpitations, tachycardia, vasodilation/facial flush,
abdominal pain, nausea, vomiting, amnesia, anxiety/nervousness, ataxia, confusion, depersonalization, dizziness, euphoria, hallucinations,
paranoid reaction, somnolence and abnormal thinking. Results of our studies may identify unacceptable severity and prevalence of these
or other side effects. In such an event, our studies could be suspended or terminated, and the FDA or comparable foreign regulatory authorities
could order us to cease further development of or deny or withdraw approval of our product candidates for any or all targeted indications.

 Drug-related
side effects could affect patient recruitment, the ability of enrolled patients to complete the study or result in potential product
candidate liability claims.

 Additionally,
if one or more of our product candidates receives marketing approval, and we or others later identify undesirable side effects caused
by such product candidates, a number of potentially significant negative consequences could result, including but not limited to:

 regulatory authorities
 may withdraw approvals of such product candidate;

 regulatory authorities
 may require additional warnings on the label;

 we may be required to create
 a Risk Evaluation and Mitigation Strategy, or REMS, plan, which could include a medication guide outlining the risks of such side
 effects for distribution to patients, a communication plan for healthcare providers and/or other elements to assure safe use;

 we could be sued and held
 liable for harm caused to patients; and

 our reputation may suffer.

 Any
of these events could prevent us from achieving or maintaining market acceptance of the particular product candidate, if approved, and
could significantly harm our business, results of operations and prospects.

 Even
if we obtain regulatory approval for a product candidate, our product candidates will remain subject to regulatory scrutiny.

 If
our product candidates are approved, they will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging,
storage, advertising, promotion, sampling, record-keeping, conduct of post-marketing studies and submission of safety, efficacy and other
post-market information, including both federal and state requirements in the United States. In addition, manufacturers and manufacturers'
facilities are required to comply with extensive FDA requirements, including ensuring that quality control and manufacturing procedures
conform to current Good Manufacturing Practices, or cGMP, regulations and Quality System Regulation, or QSR. As such, we and our contract
manufacturers will be subject to continual review and inspections to assess compliance with cGMP, QSR and adherence to commitments made
in any NDA. Accordingly, we and others with whom we work must continue to expend time, money and effort in all areas of regulatory compliance,
including manufacturing, production and quality control.

 Any
regulatory approvals that we receive for our product candidates may also be subject to limitations on the approved indicated uses for
which the product candidate may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing
testing, including Phase 4 clinical trials and surveillance to monitor the safety and efficacy of the product candidate. We will
also be required to report certain adverse reactions and production problems, if any, to the FDA, and to comply with requirements concerning
advertising and promotion for our product candidates. Promotional communications with respect to prescription drugs are subject to a
variety of legal and regulatory restrictions and must be consistent with the information in the product candidate's approved label.
As such, we may not promote our product candidates for indications or uses for which they do not have FDA approval. The holder of an
approved NDA must also submit new or supplemental applications and obtain FDA approval for certain changes to the approved product candidate,
product candidate labeling or manufacturing process. We could also be asked to conduct post-marketing clinical studies to verify the
safety and efficacy of our product candidates in general or in specific patient subsets. If original marketing approval were obtained
via the accelerated approval pathway, we could be required to conduct a successful post-marketing clinical study to confirm clinical
benefit for our product candidates. An unsuccessful post-marketing study or failure to complete such a study could result in the withdrawal
of marketing approval. Furthermore, any new legislation addressing drug safety issues could result in delays in product candidate development
or commercialization or increased costs to assure compliance. Foreign regulatory authorities impose similar requirements.

 If
a regulatory agency discovers previously unknown problems with a product candidate, such as adverse events of unanticipated severity
or frequency, or problems with the facility where the product candidate is manufactured, or disagrees with the promotion, marketing or
labeling of a product candidate, such regulatory agency may impose restrictions on that product candidate or us, including requiring
withdrawal of the product candidate from the market. If we fail to comply with applicable regulatory requirements, a regulatory agency
or enforcement authority may, among other things:

 issue warning letters;

 impose civil or criminal
 penalties;

 suspend or withdraw regulatory
 approval;

 suspend any of our ongoing
 clinical studies;

 refuse to approve pending
 applications or supplements to approved applications submitted by us;

 impose restrictions on
 our operations, including closing our contract manufacturers' facilities; or

 seize or detain product
 candidates, or require a product candidate recall.

 Any
government investigation of alleged violations of law could require us to expend significant time and resources in response and could
generate negative publicity. Any failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability
to commercialize and generate revenue from our product candidates. If regulatory sanctions are applied or if regulatory approval is withdrawn,
the value of our company and our operating results will be adversely affected.

 We
are subject to numerous complex regulations and failure to comply with these regulations, or the cost of compliance with these regulations,
may harm our business.

 The
research, testing, development, manufacturing, quality control, approval, labeling, packaging, storage, recordkeeping, promotion, advertising,
marketing, distribution, possession and use of our product candidates, among other things, are subject to regulation by numerous governmental
authorities in the United States and elsewhere. The FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act of 1938, or the
FDC Act, and implementing regulations. Noncompliance with any applicable regulatory requirements can result in refusal to approve product
candidates for marketing, warning letters, product candidate recalls or seizure of product candidates, total or partial suspension of
production, prohibitions or limitations on the commercial sale of product candidates or refusal to allow the entering into of federal
and state supply contracts, fines, civil penalties and/or criminal prosecution. Additionally, the FDA and comparable governmental authorities
have the authority to withdraw product candidate approvals that have been previously granted. Moreover, the regulatory requirements relating
to our product candidates may change from time to time and it is impossible to predict what the impact of any such changes may be.

 We
are developing product candidates that are controlled substances as defined in the Controlled Substances Act of 1970, or CSA, which establishes,
among other things, certain registration, production quotas, security, recordkeeping, reporting, import, export and other requirements
administered by the Drug Enforcement Administration, or the DEA. The active ingredient in our product candidates is CBD, which, when
derived from cannabis, is a Schedule V controlled substance, meaning that any drug containing it cannot be marketed before it receives
regulatory approval from the FDA.

 The
manufacture, shipment, storage, sale and use, among other things, of controlled substances that are pharmaceutical product candidates
are subject to a high degree of regulation. The DEA also conducts periodic inspections of registered establishments that handle controlled
substances. Facilities that conduct research, manufacture, distribute, import or export controlled substances must be registered to perform
these activities and have the security, control and inventory mechanisms required by the DEA to prevent drug loss and diversion. Failure
to maintain compliance, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a
material adverse effect on our business, results of operations, financial condition and prospects. The DEA may seek civil penalties,
refuse to renew necessary registrations, or initiate proceedings to suspend or revoke those registrations. In certain circumstances,
violations could lead to criminal proceedings.

 Individual
states also have controlled substances laws. Though state-controlled substances laws often mirror federal law, because the states are
separate jurisdictions, they may separately schedule our product candidates as well. While some states automatically schedule a drug
when the DEA does so, other states schedule drugs through rulemaking or a legislative action. State scheduling may delay commercial sale
of any product candidate for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect
on the commercial attractiveness of such product candidate. We or our partners must also obtain separate state registrations, permits
or licenses in order to be able to obtain, handle, and distribute controlled substances for clinical trials or commercial sale, and failure
to meet applicable regulatory requirements could lead to enforcement and sanctions from the states in addition to those from the DEA
or otherwise arising under federal law.

 If
the market opportunities for our product candidates are smaller than we believe they are, our revenue may be adversely affected, and
our business may suffer.

 Our
projections of both the number of people who have our target diseases, as well as the subset of people with these diseases who have the
potential to benefit from treatment with our product candidates, are based on our beliefs and estimates. These estimates have been derived
from a variety of sources, including the scientific literature, surveys of clinics, patient foundations or market research and may prove
to be incorrect. Further, new studies may change the estimated incidence or prevalence of these diseases. The number of patients may
turn out to be lower than expected. The effort to identify patients with diseases we seek to treat is in early stages, and we cannot
accurately predict the number of patients for whom treatment might be possible. Additionally, the potentially addressable patient population
for each of our product candidates may be limited or may not be amenable to treatment with our product candidates, and new patients may
become increasingly difficult to identify or gain access to, which would adversely affect our results of operations and our business.

 We
face intense competition and rapid technological change and the possibility that our competitors may discover, develop or commercialize
therapies that are similar, more advanced or more effective than ours, which may adversely affect our financial condition and our ability
to successfully commercialize our product candidates.

 The
biotechnology and pharmaceutical industries are highly competitive. There are many pharmaceutical companies, biotechnology companies,
public and private universities and research organizations actively engaged in the research and development of products that may be similar
to our product candidates.

 More
established companies may have a competitive advantage over us due to their greater size, cash flows and institutional experience. Compared
to us, many of our competitors may have significantly greater financial, technical and human resources. As a result of these factors,
our competitors may have an advantage in marketing their approved products and may obtain regulatory approval of their product candidates
before we are able to, which may limit our ability to develop or commercialize our product candidates. Our competitors may also develop
drugs that are safer, more effective, more widely used and less expensive than ours, and may also be more successful than us in manufacturing
and marketing their products. These advantages could materially impact our ability to develop and commercialize our product candidates
successfully.

 Our
product candidates may also compete with medical and recreational marijuana, in markets where the recreational and/or medical use of
marijuana is legal. There is support in the United States for further legalization of marijuana. In markets where recreational and/or
medical marijuana is not legal, our product candidates may compete with marijuana purchased in the illegal drug market. We cannot assess
the extent to which patients may utilize marijuana obtained illegally for the treatment of the indications for which we are developing
our product candidates.

 Even
if we successfully develop our product candidates, and obtain marketing approval for them, other treatments or therapeutics may be preferred
and we may not be successful in commercializing our product candidates or in bringing them to market.

 Many
of our competitors have substantially greater financial, technical and other resources, such as larger research and development staff
and experienced marketing and manufacturing organizations. Additional mergers and acquisitions in the biotechnology and pharmaceutical
industries may result in even more resources being concentrated in our competitors. As a result, these companies may obtain regulatory
approval more rapidly than we are able to and may be more effective in selling and marketing their products as well. Smaller or early-stage
companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies.
Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of
capital for investment in these industries. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis,
products that are more effective or less costly than any product candidate that we may develop, or achieve earlier patent protection,
regulatory approval, product commercialization and market penetration than we do. Additionally, technologies developed by our competitors
may render our potential product candidates uneconomical or obsolete, and we may not be successful in marketing our product candidates
against competitors.

 The
commercial success of any current or future product candidate will depend upon the degree of market acceptance by physicians, patients,
third-party payors and others in the medical community.

 Even
with the requisite approvals from the FDA and comparable foreign regulatory authorities, the commercial success of our product candidates
will depend in part on the medical community, patients and third-party payors accepting our product candidates as medically useful, cost-effective
and safe. Any product that we bring to the market may not gain market acceptance by physicians, patients, third-party payors and others
in the medical community. The degree of market acceptance of any of our product candidates, if approved for commercial sale, will depend
on a number of factors, including:

 the safety and efficacy
 of the product as demonstrated in clinical studies and potential advantages over competing treatments;

 the prevalence and severity
 of any side effects, including any limitations or warnings contained in a product's approved labeling;

 the clinical indications
 for which approval is granted;

 relative convenience and
 ease of administration;

 the cost of treatment,
 particularly in relation to competing treatments;

 the willingness of the
 target patient population to try new therapies and of physicians to prescribe these therapies;

 the strength of marketing
 and distribution support and timing of market introduction of competitive products;

 publicity concerning our
 products or competing products and treatments; and

 sufficient third-party
 insurance coverage and reimbursement.

 Even
if a potential product displays a favorable efficacy and safety profile in preclinical and clinical studies, market acceptance of the
product will not be fully known until after it is launched. Our efforts to educate the medical community and third-party payors on the
benefits of the product candidates may require significant resources and may never be successful. If our product candidates are approved
but fail to achieve an adequate level of acceptance by physicians, patients, third-party payors and others in the medical community,
we will not be able to generate sufficient revenue to become or remain profitable.

 The
insurance coverage and reimbursement status of newly-approved products is uncertain. Failure to obtain or maintain adequate coverage
and reimbursement for new or current products could limit our ability to market those products and decrease our ability to generate revenue.

 The
pricing, coverage and reimbursement of our product candidates, if approved, must be adequate to support our commercial infrastructure.
Our per-patient prices must be sufficient to recover our development and manufacturing costs and potentially achieve profitability. Accordingly,
the availability and adequacy of coverage and reimbursement by governmental and private payors are essential for most patients to be
able to afford expensive treatments such as ours, assuming approval. Sales of our product candidates will depend substantially, both
domestically and abroad, on the extent to which the costs of our product candidates will be paid for by health maintenance, managed care,
pharmacy benefit and similar healthcare management organizations, or reimbursed by government authorities, private health insurers and
other third-party payors. If coverage and reimbursement are not available, or are available only to limited levels, we may not be able
to successfully commercialize our product candidates. Even if coverage is provided, the approved reimbursement amount may not be high
enough to allow us to establish or maintain pricing sufficient to realize a return on our investment.

 There
is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, the
principal decisions about coverage and reimbursement for new drugs are typically made by the Centers for Medicare & Medicaid
Services, or CMS, an agency within the U.S. Department of Health and Human Services, as CMS decides whether and to what extent a new
drug will be covered and reimbursed under Medicare. Private payors tend to follow the coverage reimbursement policies established by
CMS to a substantial degree. It is difficult to predict what CMS will decide with respect to reimbursement for products such as ours.

 Outside
the United States, international operations are generally subject to extensive governmental price controls and other market regulations,
and we believe the increasing emphasis on cost-containment initiatives in Europe, Canada and other countries has and will continue to
put pressure on the pricing and usage of our product candidates. In many countries, the prices of medical products are subject to varying
price control mechanisms as part of national health systems. In general, the prices of medicines under such systems are substantially
lower than in the United States. Other countries allow companies to fix their own prices for medicinal products, but monitor and control
company profits. Additional foreign price controls or other changes in pricing regulation could restrict the amount that we are able
to charge for our product candidates. Accordingly, in markets outside the United States, the reimbursement for our products may be reduced
compared with the United States and may be insufficient to generate commercially reasonable revenue and profits.

 Moreover,
increasing efforts by governmental and third-party payors in the United States and abroad to cap or reduce healthcare costs may cause
such organizations to limit both coverage and the level of reimbursement for new products approved and, as a result, they may not cover
or provide adequate payment for our product candidates. We expect to experience pricing pressures in connection with the sale of any
of our product candidates due to the trend toward managed healthcare, the increasing influence of health maintenance organizations and
additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs and surgical procedures
and other treatments, has become very intense. As a result, increasingly high barriers are being erected to the entry of new products.

 Healthcare
legislative reform measures may have a material adverse effect on our business and results of operations.

 In
the United States, there have been and continue to be a number of legislative initiatives to contain healthcare costs. For example, in
2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively,
the Affordable Care Act, was passed. The Affordable Care Act is a sweeping law intended to broaden access to health insurance, reduce
or constrain the growth of healthcare spending, enhance remedies against fraud and abuse, add new transparency requirements for healthcare
and the health insurance industry, impose new taxes and fees on the healthcare industry and impose additional health policy reforms.
This law revises the definition of "average manufacturer price" for reporting purposes, which could increase the amount of
Medicaid drug rebates to states once the provision is effective. Further, the law imposes a significant annual fee on companies that
manufacture or import branded prescription drug products. Substantial new provisions affecting compliance have also been enacted, which
may require us to modify our business practices with healthcare practitioners. While the U.S. Supreme Court upheld the constitutionality
of most elements of the Affordable Care Act in 2012, other legal challenges are still pending final adjudication in several jurisdictions.
In addition, Congress has also proposed a number of legislative initiatives, including possible repeal of the Affordable Care Act. At
this time, it remains unclear whether there will be any changes made to the Affordable Care Act, whether to certain provisions or its
entirety. We can provide no assurance that the Affordable Care Act, as currently enacted or as amended in the future, will not adversely
affect our business and financial results, and we cannot predict how future federal or state legislative or administrative changes relating
to healthcare reform will affect our business.

 We
continue to evaluate the effect that the Affordable Care Act has on our business. Other legislative changes have been proposed and adopted
in the United States since the Affordable Care Act was enacted. For example, through the process created by the Budget Control Act of
2011, there are automatic reductions of Medicare payments to providers up to 2% per fiscal year, which went into effect in April 2013
and, due to subsequent legislative amendments, will remain in effect through 2030 unless additional Congressional action is taken. However,
the CARES Act, which was signed into law in March 2020 and is designed to provide financial support and resources to individuals and
businesses affected by the COVID-19 pandemic, suspended the 2% Medicare sequester from May 1, 2020 through December 31, 2020, and extended
the sequester by one year, through 2031. In January 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which,
among other things, further reduced Medicare payments to several types of providers and increased the statute of limitations period for
the government to recover overpayments to providers from three to five years. In addition, on January 28, 2021, President Biden issued
an executive order to initiate a special enrolment period from February 26, 2021 through August 15, 2021 for purposes of obtaining health
insurance coverage through the Affordable Care Act marketplace. The executive order also instructed certain governmental agencies to
review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid
demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining
access to health insurance coverage through Medicaid or the Affordable Care Act. In addition, on August 16, 2022, President Biden signed
the IRA into law, which among other things, extends enhanced subsidies for individuals purchasing health insurance coverage in Affordable
Care Act marketplaces through plan year 2025. The IRA also eliminates the "donut hole" under the Medicare Part D program
beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost through a newly established manufacturer discount
program. Affordable Care Act Additional legislative and regulatory changes and judicial challenges to the Affordable Care Act, its implementing
regulations and guidance and its policies, remain possible.

 It
is possible that the Affordable Care Act will be subject to judicial or Congressional challenges in the future. It is unclear how any
such challenges and the healthcare reform measures of the Biden administration will impact the Affordable Care Act. In the coming years,
additional legislative and regulatory changes could be made to governmental health programs that could significantly impact pharmaceutical
companies and the success of our product candidates. At the state level, legislatures have increasingly passed legislation and implemented
regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints,
discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed
to encourage importation from other countries and bulk purchasing. The Affordable Care Act, as well as other federal, state and foreign
healthcare reform measures that have been and may be adopted in the future, could harm our future revenues.

 Risks
Related to our Business and Operations

 We
hold no patents on our products, and our business employs proprietary technology (know-how) and information may be difficult
to protect and/or infringe on the intellectual property rights of third parties.

 Raphael
has no patents and therefore, as a result of the Share Exchange, we did not acquire any patents. As such, we currently rely on trade
secrets, proprietary know-how, and technology methods that we seek to protect, in part, by confidentiality agreements. We cannot assure
you that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets and proprietary
know-how will not otherwise become known or be independently discovered by others. We currently do not hold patents from the United States
Patent and Trademark Office, or USPTO.

 We
cannot assure you that the patents of others will not have an adverse effect on our ability to conduct our business, that any of our
trade secrets and applications will be protected, that we will develop additional proprietary technology (know-how) or methods that is
defensible against theft or will provide us with competitive advantages or will not be challenged by third parties.

 We
manage our business through our three executive officers and key consultants and are highly dependent upon our Chief Technology Officer.

 Key
service providers are serving as our Chief Executive Officer, Chief Financial Officer and Chief Technology Officer and other scientific
services consultants. Due to the lean nature of our operations and our current operations which mainly consist of outsourcing services,
we are highly dependent upon our Chief Technology Officer. If our Chief Technology Officer, and to a lesser extent, any key consultants,
resigns, this could adversely affect our ability to execute our business plan and harm our operating results. We do not currently carry
"key person" insurance on the lives of members of management.

 We
will need to expand our organization and we may experience difficulties in recruiting needed additional employees and consultants, which
could disrupt our operations.

 As
our development and commercialization plans and strategies develop and because we are so leanly staffed, we will need additional managerial,
operational, sales, marketing, financial, legal and other resources. The competition for qualified personnel in the pharmaceutical field
is intense. Due to this intense competition, we may be unable to attract and retain qualified personnel necessary for the development
of our business or to recruit suitable replacement personnel.

 Our
management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial
amount of time to managing these growth activities. We may not be able to effectively manage the expansion of our operations, which may
result in weaknesses in our infrastructure, operational mistakes, loss of business opportunities, loss of employees and reduced productivity
among remaining employees. Our expected growth could require significant capital expenditures and may divert financial resources from
other projects, such as the development of additional product candidates. If our management is unable to effectively manage our growth,
our expenses may increase more than expected, our ability to generate and/or grow revenue could be reduced and we may not be able to
implement our business strategy. Our future financial performance and our ability to commercialize product candidates and compete effectively
will depend, in part, on our ability to effectively manage any future growth.

 We
may not be successful in our efforts to identify, license or discover additional product candidates.

a substantial amount of our effort will focus on the continued clinical testing, potential approval and commercialization of our existing
product candidates, the success of our business also depends in part upon our ability to identify, license or discover additional product
candidates. Our research programs or licensing efforts may fail to yield additional product candidates for clinical development for a
number of reasons, including but not limited to the following:

 our research or business
 development methodology or search criteria and process may be unsuccessful in identifying potential product candidates;

 we may not be able or willing
 to assemble sufficient resources to acquire or discover additional product candidates;

 our product candidates
 may not succeed in preclinical or clinical testing;

 our potential product candidates
 may be shown to have harmful side effects or may have other characteristics that may make the products unmarketable or unlikely to
 receive marketing approval;

 competitors may develop
 alternatives that render our product candidates obsolete or less attractive;

 product candidates we develop
 may be covered by third parties' patents or other exclusive rights;

 the market for a product
 candidate may change during our program so that such a product may become unreasonable to continue to develop;

 a product candidate may
 not be capable of being produced in commercial quantities at an acceptable cost, or at all; and

 a product candidate may
 not be accepted as safe and effective by patients, the medical community or third-party payors.

 If
any of these events occur, we may be forced to abandon our development efforts for a program or programs, or we may not be able to identify,
license or discover additional product candidates, which would have a material adverse effect on our business and could potentially cause
us to cease operations. Research programs to identify new product candidates require substantial technical, financial and human resources.
We may focus our efforts and resources on potential programs or product candidates that ultimately prove to be unsuccessful.

 We
may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws and health information
privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

 If
we obtain FDA approval for any of our product candidates and begin commercializing those products in the United States, our operations
may be directly or indirectly through our customers, subject to various federal and state fraud and abuse laws, including, without limitation,
the federal Anti-Kickback Statute, the federal False Claims Act and physician sunshine laws and regulations. These laws may impact, among
other things, our proposed sales, and marketing and education programs. In addition, we may be subject to patient privacy regulation
by both the federal government and the states in which we conduct our business. The laws that may affect our ability to operate include:

 the federal Anti-Kickback
 Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration,
 directly or indirectly, to induce, or in return for, the purchase or recommendation of an item or service reimbursable under a federal
 healthcare program, such as the Medicare and Medicaid programs;

 federal civil and criminal
 false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting,
 or causing to be presented, claims for payment from Medicare, Medicaid or other third-party payors that are false or fraudulent;

 the Health Insurance Portability
 and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit executing a scheme to defraud
 any healthcare benefit program and making false statements relating to healthcare matters;

 HIPAA, as amended by the
 Health Information Technology and Clinical Health Act, and its implementing regulations, which imposes certain requirements relating
 to the privacy, security and transmission of individually identifiable health information;

 the federal physician sunshine
 requirements under the Affordable Care Act requires manufacturers of drugs, devices and medical supplies to report annually
 to the U.S. Department of Health and Human Services information related to payments and other transfers of value to physicians, other
 healthcare providers and teaching hospitals and ownership and investment interests held by physicians and other healthcare providers
 and their immediate family members and applicable group purchasing organizations; and

 state law equivalents of
 each of the above federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any
 third-party payor, including commercial insurers, state laws that require pharmaceutical companies to comply with the pharmaceutical
 industry's voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government, or otherwise
 restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require drug manufacturers
 to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing
 expenditures and state laws governing the privacy and security of health information in certain circumstances, many of which differ
 from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our
business activities could be subject to challenge under one or more of such laws. In addition, recent health care reform legislation
has strengthened these laws. For example, the Affordable Care Act, among other things, amends the intent requirement of the federal anti-kickback
and criminal healthcare fraud statutes. A person or entity no longer needs to have actual knowledge of this statute or specific intent
to violate it. Moreover, the Affordable Care Act provides that the government may assert that a claim including items or services resulting
from a violation of the federal anti-kickback statute constitutes a false or fraudulent claim for purposes of the False Claims Act.

 If
our operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us,
we may be subject to penalties, including civil and criminal penalties, damages, fines, exclusion from participation in government health
care programs, such as Medicare and Medicaid, imprisonment and the curtailment or restructuring of our operations, any of which could
adversely affect our ability to operate our business and our results of operations.

 International
expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing
business outside of the United States or Israel.

 Other
than our headquarters and other operations which are located in Israel (as further described below), we currently have limited international
operations, but our business strategy incorporates potentially significant international expansion, particularly in anticipation of approval
of our product candidates. We plan to maintain sales representatives and conduct physician and patient association outreach activities,
as well as clinical trials, outside of the United States and Israel. Doing business internationally involves a number of risks, including
but not limited to:

 multiple, conflicting and
 changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, employment laws, regulatory
 requirements and other governmental approvals, permits and licenses;

 failure by us to obtain
 regulatory approvals for the use of our products in various countries;

 additional potentially
 relevant third-party patent rights;

 complexities and difficulties
 in obtaining protection and enforcing our intellectual property;

 difficulties in staffing
 and managing foreign operations;

 complexities associated
 with managing multiple payor reimbursement regimes, government payors or patient self-pay systems;

 limits in our ability to
 penetrate international markets;

 financial risks, such as
 longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and
 payment for our products and exposure to foreign currency exchange rate fluctuations;

 natural disasters, political
 and economic instability, including wars, terrorism and political unrest, outbreak of disease, boycotts, curtailment of trade and
 other business restrictions;

 certain expenses including,
 among others, expenses for travel, translation and insurance; and

 regulatory and compliance
 risks that relate to maintaining accurate information and control over sales and activities that may fall within the purview of the
 U.S. Foreign Corrupt Practices Act, or FCPA, its books and records provisions or its anti-bribery provisions.

 Any
of these factors could significantly harm our future international expansion and operations and, consequently, our results of operations.

 If
we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur
costs that could have a material adverse effect on the success of our business.

 Our
research and development activities and our third-party manufacturers' and suppliers' activities involve the controlled storage,
use and disposal of hazardous materials, including the components of our product candidates and other hazardous compounds. We and our
manufacturers and suppliers are subject to laws and regulations governing the use, manufacture, storage, handling and disposal of these
hazardous materials. In some cases, these hazardous materials and various wastes resulting from their use are stored at our and our manufacturers'
facilities pending their use and disposal. We cannot eliminate the risk of contamination, which could cause an interruption of our commercialization
efforts, research and development efforts, business operations and environmental damage resulting in costly clean-up and liabilities
under applicable laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products.
Although we believe that the safety procedures utilized by our third-party manufacturers for handling and disposing of these materials
generally comply with the standards prescribed by these laws and regulations, we cannot guarantee that this is the case or eliminate
the risk of accidental contamination or injury from these materials. In such an event, we may be held liable for any resulting damages
and such liability could exceed our resources and state or federal or other applicable authorities may curtail our use of certain materials
and/or interrupt our business operations. Furthermore, environmental laws and regulations are complex, change frequently and have tended
to become more stringent. We cannot predict the impact of such changes and cannot be certain of our future compliance. We do not currently
carry biological or hazardous waste insurance coverage.

 The
use of any of our product candidates could result in product liability or similar claims that could be expensive, damage our reputation
and harm our business.

 Our
business exposes us to an inherent risk of potential product liability or similar claims. The pharmaceutical industry has historically
been litigious, and we face financial exposure to product liability or similar claims if the use of any of our products were to cause
or contribute to injury or death. There is also the possibility that defects in the design or manufacture of any of our products might
necessitate a product recall. Although we plan to maintain product liability insurance, the coverage limits of these policies may not
be adequate to cover future claims. In the future, we may be unable to maintain product liability insurance on acceptable terms or at
reasonable costs and such insurance may not provide us with adequate coverage against potential liabilities. A product liability claim,
regardless of merit or ultimate outcome, or any product recall could result in substantial costs to us, damage to our reputation, customer
dissatisfaction and frustration and a substantial diversion of management attention. A successful claim brought against us in excess
of, or outside of, our insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

 Risks
Related to Our Reliance on Third Parties

 We
rely on third parties to conduct our preclinical and, in the future, clinical studies and perform other tasks for us. If these third
parties do not successfully carry out their contractual duties, meet expected deadlines or comply with regulatory requirements, we may
not be able to obtain regulatory approval for or commercialize our product candidates and our business could be substantially harmed.

 We
have relied upon and plan to continue to rely upon third-party CROs to monitor and manage data for our ongoing preclinical and clinical
programs. We rely on these parties for execution of our preclinical and, in the future, clinical studies, and control only certain aspects
of their activities. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable
protocol, legal, regulatory and scientific standards and our reliance on the CROs does not relieve us of our regulatory responsibilities.
We and our CROs and other vendors will be required to comply with current cGMP, GCP, QSR and Good Laboratory Practices, or GLP, which
are regulations and guidelines enforced by the FDA, the Competent Authorities of the Member States of the European Economic Area, and
comparable foreign regulatory authorities for any product candidates that move into clinical development. Regulatory authorities enforce
these regulations through periodic inspections of study sponsors, principal investigators, study sites and other contractors. If we or
any of our CROs or vendors fail to comply with applicable regulations, the clinical data generated in our clinical studies may be deemed
unreliable and the FDA, EMA or comparable foreign regulatory authorities may require us to perform additional clinical studies before
approving our marketing applications. We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority
will determine that any of our clinical studies comply with GCP regulations. In addition, our clinical studies must be conducted with
product candidates which are produced under cGMP regulations. Our failure to comply with these regulations may require us to repeat clinical
studies, which would delay the regulatory approval process.

 If
any of our relationships with these third-party CROs terminate, we may not be able to enter into arrangements with alternative CROs or
do so on commercially reasonable terms. In addition, our CROs are not our employees, and except for remedies available to us under our
agreements with such CROs, we cannot control whether or not they devote sufficient time and resources to our on-going clinical, nonclinical
and preclinical programs. If CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines, if
they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to
our clinical protocols, regulatory requirements or for other reasons, our clinical studies may be extended, delayed or terminated and
we may not be able to obtain regulatory approval for or successfully commercialize our product candidates. CROs may also generate higher
costs than anticipated. As a result, our results of operations and the commercial prospects for our product candidates would be harmed,
our costs could increase and our ability to generate revenue could be delayed.

 Switching
or adding additional CROs involves additional cost and requires management time and focus. In addition, there is a natural transition
period when a new CRO commences work. As a result, delays may occur, which could materially impact our ability to meet our desired clinical
development timelines. Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter
similar challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business,
financial condition and prospects.

 We
will rely on third parties to grow and provide us with our active pharmaceutical ingredient, or API, and formulations. Our business could
be harmed if those third parties fail to provide us with sufficient quantities of our needed supplies, or fail to do so at acceptable
quality levels or prices.

 We
do not have the infrastructure or capability internally to manufacture the API formulations, and we lack the resources and the capability
to manufacture any of our product candidates on a clinical or commercial scale. We plan to rely on third parties for such supplies. In
addition, we are reliant on one third party for the CBD that we intend to use in our preclinical studies, which, has caused us to rely
on their cooperation to meet their contractual obligations, but there can be no guarantee that we are able to meet such obligations.
In addition, there may be a need to identify alternate manufacturers to prevent a possible disruption of our clinical studies. Any significant
delay or discontinuity in the supply of these components could considerably delay completion of our preclinical studies, product candidate
testing and potential regulatory approval of our product candidates, which could harm our business and results of operations.

 We
and our collaborators and contract manufacturers are subject to significant regulation with respect to manufacturing our product candidates.
The manufacturing facilities on which we rely may not continue to meet regulatory requirements and have limited capacity.

 All
entities involved in the preparation of therapeutics for clinical studies or commercial sale, including our existing contract manufacturers
for our product candidates, are subject to extensive regulation. Components of a finished therapeutic product approved for commercial
sale or a product candidate used in late-stage clinical studies must be manufactured in accordance with cGMP. These regulations govern
manufacturing processes and procedures (including record keeping) and the implementation and operation of quality systems to control
and assure the quality of investigational product candidates and products approved for sale. Poor control of production processes can
lead to the introduction of contaminants or to inadvertent changes in the properties or stability of our product candidates that may
not be detectable in final product testing. We, our collaborators or our contract manufacturers must supply all necessary documentation
in support of an NDA, or Marketing Authorization Application, or MAA, on a timely basis and must adhere to GLP and cGMP QSR regulations
enforced by the FDA and other regulatory agencies through their facilities inspection program. Some of our contract manufacturers have
never produced a commercially approved pharmaceutical product and therefore have not obtained the requisite regulatory authority approvals
to do so. The facilities and quality systems of some or all of our collaborators and third-party contractors must pass a pre-approval
inspection for compliance with the applicable regulations as a condition of regulatory approval of our product candidates or any of our
other potential product candidates. In addition, the regulatory authorities may, at any time, audit or inspect a manufacturing facility
involved with the preparation of our product candidates or our other potential product candidates or the associated quality systems for
compliance with the regulations applicable to the activities being conducted. We do not control the manufacturing process of, and are
completely dependent on, our contract manufacturing partners for compliance with the regulatory requirements. If these facilities do
not pass a pre-approval plant inspection, regulatory approval of the product candidates may not be granted or may be substantially delayed
until any violations are corrected to the satisfaction of the regulatory authority, if ever.

 The
regulatory authorities also may, at any time following approval of a product candidate for sale, if ever, audit the manufacturing facilities
of our collaborators and third-party contractors. If any such inspection or audit identifies a failure to comply with applicable regulations
or if a violation of our product candidate specifications or applicable regulations occurs independent of such an inspection or audit,
we or the relevant regulatory authority may require remedial measures that may be costly and/or time consuming for us or a third party
to implement, and that may include the temporary or permanent suspension of a clinical study or commercial sales, or the temporary or
permanent closure of a facility. Any such remedial measures imposed upon us or third parties with whom we contract could materially harm
our business.

 If
we, our collaborators, or any of our third-party manufacturers fail to maintain regulatory compliance, the FDA or other applicable regulatory
authority can impose regulatory sanctions including, among other things, refusal to approve a pending application for a new drug product,
withdrawal of an approval or suspension of production. As a result, our business, financial condition and results of operations may be
materially harmed.

 Additionally,
if supply from one approved manufacturer is interrupted, an alternative manufacturer would need to be qualified through an NDA or MAA
amendment, or equivalent foreign regulatory filing, which could result in further delay. The regulatory agencies may also require additional
studies if a new manufacturer is relied upon for commercial production. Switching manufacturers may involve substantial costs and is
likely to result in a delay in our desired clinical and commercial timelines.

 These
factors could cause us to incur higher costs and, if we commence clinical development, could cause the delay or termination of clinical
studies, regulatory submissions, required approvals or commercialization of our product candidates. Furthermore, if our suppliers fail
to meet contractual requirements and we are unable to secure one or more replacement suppliers capable of production at a substantially
equivalent cost, our clinical studies may be delayed or we could lose potential revenue.

 Our
reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them
or that our trade secrets will be misappropriated or disclosed.

we rely on third parties to develop and manufacture our product candidates, we must, at times, share trade secrets with them. We seek
to protect our proprietary technology in part by entering into confidentiality agreements and, if applicable, material transfer agreements,
collaborative research agreements, consulting agreements or other similar agreements with our collaborators, advisors, employees and
consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third
parties to use or disclose our confidential information, such as trade secrets. Despite the contractual provisions employed when working
with third parties, the need to share trade secrets and other confidential information increases the risk that such trade secrets become
known by our competitors, are inadvertently incorporated into the technology of others, or are disclosed or used in violation of these
agreements. Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor's discovery
of our trade secrets or other unauthorized use or disclosure would impair our competitive position and may have a material adverse effect
on our business.

 Risks
Related to Ownership of Our Securities

 Our
executive officer, directors and certain stockholders who are beneficial owners of 5% or more of our outstanding Common Stock possess
the majority of our voting power, and through this ownership, have the ability to control our Company and our corporate actions.

 Following
the Share Exchange, our current executive officer, directors and certain stockholders who are beneficial owners of 5% or more of our
outstanding Common Stock hold approximately 53% of the issued and outstanding voting power of the Company's outstanding shares.
These persons have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our
stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors,
and other significant corporate actions. As such, our directors and executive officer may have the power, acting alone or together, to
prevent or cause a change in control; therefore, without their consent we could be prevented from entering into transactions that could
be beneficial to us. The interests of our executive officer may give rise to a conflict of interest with the Company and the Company's
shareholders.

 In
addition, we have a number of stockholders who are beneficial owners of more than 5% of our outstanding Common Stock, as of March 28,
2024, including our Chief Executive Officer who beneficially owns approximately 25.6 % of our issued and outstanding shares, and as such,
also may have the ability to prevent us from entering into transactions that could be beneficial to us and/or other shareholders. In
addition, we have one additional non-affiliated stockholder who is a beneficial owner of more than 5% of our outstanding Common Stock.
Although this non-affiliated stockholder currently does not have a controlling influence in determining the outcome of any corporate
transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially
all of our assets, election of directors, and other significant corporate actions, obtaining its vote on certain matters may be necessary
to effect certain actions that our management and directors otherwise deem to be in the best interests of the Company.

 For
additional details concerning beneficial ownership of our securities, please refer to the section below entitled "Beneficial Ownership
of the Company's Common Stock" and with respect to voting power, please refer to the section below entitled "Description
of Securities."

 Investors
may have difficulty in reselling their shares due to the substantial lack of liquidity of our Common Stock.

 Our
Common Stock is traded on the over-the-counter market with quotations published on the OTC Markets Group, Inc.'s OTCQB tier Venture
Market, under the symbol "RAPH." The trading volume of our Common Stock historically has been limited and sporadic. As a
result of the limited and sporadic trading activity, the quoted price for our Common Stock on the over-the-counter market is not necessarily
a reliable indicator of its fair market value. The price at which our Common Stock will trade in the future may be highly volatile and
may fluctuate as a result of a number of factors, including, without limitation, any potential business combination that we announce,
as well as the number of shares available for sale in the market.

 The
trading volume of our Common Stock may be limited and sporadic. This situation is attributable to a number of factors, including the
fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in
the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend
to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares
until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity
in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that
will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or
more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained.
As a result of such trading activity, the quoted price for our Common Stock on the OTCQB may not necessarily be a reliable indicator
of our fair market value. In addition, if our shares of Common Stock cease to be quoted, holders would find it more difficult to dispose
of or to obtain accurate quotation as to the market value of, our Common Stock and as a result, the market value of our Common Stock
likely would decline.

 Other
factors that could have a similar impact include, but are not limited to:

 limited
 "public float" in the hands of a small number of persons whose sales or lack
 of sales could result in positive or negative pricing pressure on the market price for our
 Common Stock;

 variations
 in quarterly operating results from the expectations;

 revisions
 in securities analysts' estimates or reductions;

 our
 ability to obtain working capital financing;

 announcements
 of new products or services by us or our competitors and changes in our industry;

 reductions
 in the market share of our products;

 announcements
 by us or our competitors of significant strategic acquisitions;

 loss
 of any strategic relationship;

 regulatory
 developments;

 general
 technological, market or economic trends;

 investor
 perception of our industry or prospects;

 insider
 selling or buying;

 investors
 entering into short sale contracts;

 regulatory
 developments affecting our industry; and

 additions
 or departures of key personnel.

 Many
of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of our operating performance.
We cannot make any predictions or projections as to what the prevailing market price for our Common Stock will be at any time, including
as to whether our Common Stock will sustain current market prices, or as to what effect that the sale of shares or the availability of
Common Stock for sale at any time will have on the prevailing market price.

 Our
Common Stock may never be listed on a major stock exchange.

 While
we may seek the listing of our Common Stock on a national or other securities exchange at some time in the future, we currently do not
satisfy the initial listing standards and cannot ensure that we will be able to satisfy such listing standards or that our Common Stock
will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or
our Common Stock is otherwise rejected for listing, the trading price of our Common Stock could suffer, the trading market for our Common
Stock may be less liquid, and our Common Stock price may be subject to increased volatility.

 As
a former shell company, resales of shares of our restricted Common Stock in reliance on Rule 144 of the Securities Act are subject to
the requirements of Rule 144(i).

 We
previously were a "shell company" and, as such, sales of our securities pursuant to Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"), cannot be made unless, among other things, at the time of a proposed sale, we are
subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and have filed all reports
and other materials required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 as amended, as applicable, during
the preceding 12 months, other than Form 8-K reports. Because, as a former shell company, the reporting requirements of Rule 144(i) will
apply regardless of holding period, restrictive legends on certificates for shares of our Common Stock cannot be removed except in connection
with an actual sale that is subject to an effective registration statement under, or an applicable exemption from the registration requirements
of, the Securities Act. Because our unregistered securities cannot be sold pursuant to Rule 144 unless we continue to meet such requirements,
any unregistered securities we issue will have limited liquidity unless we continue to comply with such requirements.

 The
securities issued in connection with the Share Exchange are restricted securities and may not be transferred in the absence of registration
or the availability of a resale exemption.

 The
shares of Common Stock issued in connection with the Share Exchange were issued in reliance on an exemption from the registration requirements
under Section 4(a)(2) of the Securities Act. Consequently, these securities are subject to restrictions on transfer under the Securities
Act and may not be transferred in the absence of registration or the availability of a resale exemption. In particular, in the absence
of registration, such securities cannot be resold to the public until certain requirements under Rule 144 promulgated under the Securities
Act have been satisfied, including certain holding period requirements. As a result, a purchaser who receives any such securities issued
in connection with the Share Exchange may be unable to sell such securities at the time or at the price or upon such other terms and
conditions as the purchaser desires, and the terms of such sale may be less favorable to the purchaser than might be obtainable in the
absence of such limitations and restrictions.

 We
do not plan to declare or pay any dividends to our stockholders in the near future.

 We
have not declared any dividends in the past, and we do not intend to distribute dividends in the near future. The declaration, payment
and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things,
the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of
directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance
with respect to the amount of any such dividend.

 The
requirements of being a reporting company may strain our resources and distract management.

 As
a reporting company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act"). These requirements are extensive. The Exchange Act requires that we file annual, quarterly and current reports with respect
to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures
and internal controls over financial reporting.

 We
may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate
governance requirements. We expect all of these applicable rules and regulations to significantly increase our legal and financial
compliance costs and to make some activities more time consuming and costly. This may divert management's attention from other
business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We
also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer
liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain
the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve
on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules,
and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

 If
in the future there is a trading market for our Common Stock, "penny stock" rules may make buying or selling our Common Stock
difficult.

 The
SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00
per share, subject to certain exceptions. These rules require that any broker-dealer that recommends our Common Stock to persons other
than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser
and receive the purchaser's written agreement to execute the transaction. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks
associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer
and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers
by such requirements may discourage broker-dealers from effecting transactions in our Common Stock, which could severely limit the market
price and liquidity of our Common Stock.

 The
sales practice requirements of the Financial Industry Regulatory Authority, or FINRA, may also limit a stockholder's ability to
buy and sell our stock.

 In
addition to the "penny stock" rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable
grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative
low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the
customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy the Company's Common Stock,
which may limit your ability to buy and sell the Company's stock and have an adverse effect on the market for our shares.

we are a "smaller reporting company," we will not be required to comply with certain disclosure requirements that are applicable
to other public companies, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies
will make our Common Stock less attractive to investors.

 We
are a "smaller reporting company," as defined in Item 10(f)(1) of Regulation S-K under the Securities Act.
As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other public companies
that are not smaller reporting companies, including, but not limited to:

 Reduced
 disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements

 Not
 being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and

 Reduced disclosure obligations
 for our annual and quarterly reports, proxy statements and registration statements.

 We
will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than
$250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million plus we have any public
common equity float or public float of more than $700 million. We also would not be eligible for status as smaller reporting company
if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting
company.

 Risks
Related to our Operations in Israel

 Our
headquarters and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political,
economic and military instability in Israel.

 Our
executive offices are located in Tel Aviv-Jaffa, Israel. In addition, the majority of our officers and directors are residents of Israel.
If these or any future facilities in Israel were to be damaged, destroyed or otherwise unable to operate, whether due to war, acts of
hostility, earthquakes, fire, floods, hurricanes, storms, tornadoes, other natural disasters, employee malfeasance, terrorist acts, power
outages or otherwise, or if performance of our research and development is disrupted for any other reason, such an event could delay
our clinical trials or, if our product candidates are approved and we choose to manufacture all or any part of them internally, jeopardize
our ability to manufacture our products as promptly as our prospective customers will likely expect, or possibly at all. If we experience
delays in achieving our development objectives, or if we are unable to manufacture an approved product within a timeframe that meets
our prospective customers' expectations, our business, prospects, financial results and reputation could be harmed.

 Conditions
in Israel, including the armed conflict between Israel and Hamas, Hezbollah and other terrorist organizations from the Gaza Strip and
Lebanon.

 On
October 7, 2023, Hamas terrorists infiltrated Israel's southern border from the Gaza Strip and conducted a
series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and
industrial centers located along Israel's border with the Gaza Strip and in other areas within the State of Israel. Following
the attack, Israel's security cabinet declared war against Hamas and the Israeli military began to call-up reservists
for active duty. At the same time, and because of the war declaration against Hamas, the clash between Israel and Hezbollah in Lebanon
has escalated to an armed conflict and there is a possibility that it will turn into a greater regional conflict in the future.

 As
of the date of this Annual Report, there has been no material impact on the Company's operations. According to the recent guidelines
of the Israeli government, the Company's offices are open and functioning as usual. However, if the war will escalate and expand
further to the Northern border with Lebanon, and the Israeli government will impose additional restrictions on movement and travel, our
management and employees' ability to effectively perform their daily tasks might be temporarily disrupted, which may result in
delays in some of our operations.

 Any
hostilities involving Israel, terrorist activities, political instability or violence in the region, or the interruption or curtailment
of trade or transport between Israel and its trading partners could make it more difficult for us to raise capital, if needed in the
future, and adversely affect our operations and results of operations and the market price of our common shares.

 Our
insurance does not cover damage or losses that may occur as a result of the war or terrorists events. Although the Israeli government
is currently committed to covering the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we
cannot assure you that this government coverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages
incurred. Any losses or damages incurred by us could have a material adverse effect on our business, financial condition, and results
of operations.

 Further,
many Israeli citizens are obligated to perform several days, and in some cases, more, of annual military reserve duty each year until
they reach the age of 40 (or older for certain reservists) and, in the event of an escalated military conflict, may be called to active
duty. In response to the series of attacks on civilian and military targets in October 2023, there have been significant call-ups of
military reservists. As of March 28, 2024, we have no employees and none of our consultants in military service have been called up to
military service. However, if there will be call-ups for reservists in our Company, our operations could be disrupted by such call-ups.

 It
is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and
financial condition. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, and adversely
affect our ability to raise additional funds or sell our securities, among other impacts.

 Our
operations are subject to currency and interest rate fluctuations.

our functional currency is the U.S. dollar, and our financial records are maintained in U.S. dollars, we also incur expenses in Euros
and New Israeli Shekels. In the future, we expect that a substantial portion of our revenues will be generated in U.S. dollars, Euros
and other foreign currencies, although we currently incur a significant portion of our expenses in currencies other than U.S. dollars,
mainly New Israeli Shekels. As a result, we are affected by foreign currency exchange fluctuations through both translation risk and
transaction risk, and our financial results may be affected by fluctuations in the exchange rates of currencies in the countries in which
our prospective product candidates may be sold. We currently partially hedge our foreign currency exchange rate risk to decrease the
risk of financial exposure from fluctuations in the exchange rates of our principal operating currencies.

 It
may be difficult to enforce a judgment of a U.S. court against us and our executive officers and directors and the Israeli experts named
in this Annual Report in Israel or the United States, to assert U.S. securities laws claims in Israel or to serve process on our executive
officers and directors and these experts.

 We
were incorporated in Israel. Substantially all of our executive officers and directors reside outside of the United States, and all of
our assets and most of the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us,
or any of these persons, including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be
collectible in the United States and may not be enforced by an Israeli court. It also may be difficult for you to effect service of process
on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Additionally,
it may be difficult for an investor, or any other person or entity, to initiate an action with respect to U.S. securities laws in Israel.
Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most
appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that
Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must
be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure will also be
governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty
associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign
court. See "Enforceability of Civil Liabilities" for additional information on your ability to enforce a civil claim against
us and our executive officers or directors named in this Annual Report.

Risk Factors

 Future
changes in financial accounting standards or practices may cause adverse unexpected financial reporting fluctuations and affect reported
results of operations.

 A
change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of
transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements
have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect
our reported financial results or the way we conduct business.

 Raising
additional capital would cause dilution to our existing shareholders, and may affect the rights of existing shareholders.

 We
may seek additional capital through a combination of private and public equity offerings, debt financings and collaborations and strategic
and licensing arrangements. To the extent that we raise additional capital through the issuance of equity or convertible debt securities,
your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights
as a shareholder.

 Failure
in our information technology systems, including by cybersecurity attacks or other data security incidents, could significantly disrupt
our operations.

 Our
operations depend, in part, on the continued performance of our information technology systems. Our information technology systems are
potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptions. Failure of our information technology
systems could adversely affect our business, profitability and financial condition. Although we have information technology security
systems, a successful cybersecurity attack or other data security incident could result in the misappropriation and/or loss of confidential
or personal information, create system interruptions, or deploy malicious software that attacks our systems. It is possible that a cybersecurity
attack might not be noticed for some period of time. The occurrence of a cybersecurity attack or incident could result in business interruptions
from the disruption of our information technology systems, or negative publicity resulting in reputational damage with our shareholders
and other stakeholders and/or increased costs to prevent, respond to or mitigate cybersecurity events. In addition, the unauthorized
dissemination of sensitive personal information or proprietary or confidential information could expose us or other third parties to
regulatory fines or penalties, litigation and potential liability, or otherwise harm our business.

 We
may be subject to securities litigation, which is expensive and could divert management attention.

 In
the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action
litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs
and diversion of management's attention and resources, which could seriously hurt our business. Any adverse determination in litigation
could also subject us to significant liabilities.

 The
requirements associated with being a reporting company will require significant company resources and management attention.

 We
are subject to the reporting requirements of the Exchange Act. The Exchange Act requires that we file periodic reports with respect to
our business and financial condition and maintain effective disclosure controls and procedures and internal control over financial reporting.
In addition, subsequent rules implemented by the SEC may also impose various additional requirements on reporting companies. We estimate
that these expenses will be at least several tens of thousand dollars annually. Further, the need to maintain the corporate infrastructure
demanded of a reporting company may divert management's attention from implementing our development plans. We have made changes
to our corporate governance standards, disclosure controls and financial reporting and accounting systems to meet our reporting obligations.
The measures we take, however, may not be sufficient to satisfy our obligations as a public company, which could subject us to fines,
sanctions and other regulatory action and potentially civil litigation.

 Item
1B. Unresolved Staff Comments.

 Not
applicable to smaller reporting companies.

 Item
1C. Cyber Security.

 The
Company maintains cybersecurity procedures to mitigate risk and to ensure compliance with security, availability, and confidentiality.
The cybersecurity process is integrated into the Company's overall risk management system and is solely internally managed. The
Company's Chief Financial Officer is responsible for identifying risks that threaten achievement of the control activities made
by the Company. The risk assessment occurs as business needs change and covers identification of risks that could act against the company's
objectives.

 The
level of each identified risk is determined by the Company' Chief Financial Officer, considering the impact of the risk itself
and the likelihood of the risk materializing.

 As
of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably
likely to materially affect us, including our business strategy, results of operations or financial condition.

 Cyber
Security Risk Management and Strategy

 As
part of the Company's cybersecurity risk management program, we are focused on the following key areas:

 Governance:
 As discussed in more detail under the heading "Governance" below, as part of
 its general oversight duties, the Board oversees the Company's risk management, including
 the cyber security risks.

 Technical
 Safeguards: The Company deploys commensurate technical safeguards, including firewalls, encryption,
 network segmentation, real-time monitoring, intrusion prevention systems, anti-malware, and
 access controls.

 Continuous
 Review: The Company regularly reviews its cybersecurity standards, and procedures and evaluates
 the effectiveness of implemented security controls. The Company adjusts its cybersecurity
 standards and programs as necessary.

 Governance

 The
Board oversees our risk management process and receive regular updates and information on cybersecurity risks, if any, which address
recent developments, evolving standards, the threat environment, technological trends and information security considerations arising
with respect to our peers and third parties. The Board also receive timely information regarding any cybersecurity incident that meets
established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed.

 Item
2. Properties.

 Our
principal executive office is currently located at 4 Lui Paster, Tel Aviv-Jaffa, Israel 6803605.

 Item
3. Legal Proceedings.

 We
are not currently a party to or subject to any material legal proceedings.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Since December 7, 2022 our Common Stock has been quoted on the OTCQB
under the symbol "RAPH." On March 28, 2024, the last reported sale price of our Common Stock on OTCQB was $1 per share. As
of March 28, 2024, there were 192 holders of record of our Common Stock. This figure includes an indeterminate number of stockholders
who hold their shares in "street name."

 We
have not declared any cash dividends on our common stock, and do not intend to declare dividends in the foreseeable future. Management
intends to use all available funds for the development of our plan of operation.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 You
should read the following discussion and analysis of our financial condition and results of operations together with our audited annual
consolidated financial statements as of December 31, 2023 and December 31, 2022 and accompanying notes appearing elsewhere in this Annual
Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual
results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but
not limited to, those set forth under "Risk Factors" and elsewhere in this Annual Report. All amounts are in U.S. dollars
and rounded.

 Company
Overview

 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 CBD oil. Unless indicated otherwise, we plan on using oil derived from CBD strains with low levels of
THC. All references to the use of CBD in our product candidates refer to CBD strains with less than 0.3% of THC.

 We
are currently in the pre-clinical development stage for of our lead product candidate, our RA product candidate for the treatment of
RA. In addition, we are aiming to develop a pharmaceutical drug product for the treatment of hyperinflammatory syndrom inflammation related
to COVID-19. At Rambam Hospital we have successfully completed preclinical studies on human-derived immune cells and mouse models for
both the COVID-19 and RA products.

 On
February 9, 2022, we filed an application for a clinical trial with the Medical Cannabis Unit of the MOH. On February 16, 2022 we submitted
an application with the Helsinki Committee at Rambam Hospital for a clinical trial in COVID-19 patients.

 In
November 2022, we submitted a proposal to the MOH for a clinical trial of a cannabis-based drug aimed at mitigating the deterioration
of COVID-19 patients.

 On
March 27, 2023, the MOH, accepted our proposal for a clinical trial aimed at preventing the deterioration of hospitalized COVID-19 patients.
We are currently in the process of finalizing the strategy for the trial site and ensuring it will have the requisite number of COVID-19
patients needed for our trial. We plan to submit a human trial application to conduct a proof-of-concept experiment for our RA product
in the second quarter of 2024.

 Based
on the data obtained from our pre-clinical studies at Rambam Hospital, we are currently in the process of developing a revolutionary
and patentable formula designed to treat inflammation. These studies have provided promising results, revealing a remarkable synergistic
anti-inflammatory effect of the formula on immune cells sourced from donors, as well as in mice models for lung inflammation and RA.

 As
we move forward, our focus will be on further investigating and refining the formula through continued pre-clinical research. Our goal
is to ensure that the formula meets all the necessary standards and regulations set forth by the FDA, allowing us to progress towards
clinical treatments.

 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 chronic lung inflammation, RA and COVID-19.

 By
leveraging our expertise in this field, we are committed to providing innovative solutions to improve the lives of those afflicted with
these challenging medical conditions. Through our dedication to research, development, and compassionate care, we aim to contribute significantly
to the well-being of patients worldwide, offering them much-needed relief and hope for a better future.

 In
order to achieve our goal, we have and will continue to build an experienced team of senior executives and scientists, with experience
in all facets of pharmaceutical research and development, drug formulation, clinical trial execution and regulatory submissions. We intend
to leverage the knowledge of our team in order to complete the clinical trials needed to receive approvals of our product candidates
from applicable regulatory authorities.

 Initially,
we intend to obtain approvals for our product candidates from the FDA and the Medical Cannabis Unit of the MOH. Upon obtaining FDA approvals,
or in the event that we are not successful in obtaining such approvals, we intend to apply for EMA and other countries' governmental
regulatory agencies approvals for our product candidates. If we are successful in obtaining FDA approvals for our product candidates,
we intend to enter into royalty agreements with GMP approved medical manufactures and distributors, having them using our medical formulas
strains for the purpose of growing, cultivating, manufacturing, and distributing Raphael Pharmaceutical medical indications in their
designated territories.

 For
this purpose, in October 2022, we entered into an agreement with the Medical Cannabis Research Center at Rambam Health Care Campus, and
Rambam MedTech for the development of a new, patentable formulation that combines purified cannabinoids to treat rheumatoid diseases.

 The
overall objective of this study is to identify a novel cannabinoid based patentable formulation to treat Rheumatoid diseases. Specifically,
to investigate combination of purified cannabinoids to downregulate inflammation related to Rheumatoid diseases. We propose to base our
study on data derived from Dr. Igal Louria-Hayon's studies (Helsinki # 0442-20-RMB) on the evaluation of the immune regulation
properties of cannabinoids on the immune system and the data derived from the cannabinoids receptors study (Helsinki # 0331-20-RMB).
We will analyze the activation of cannabinoid receptors on mouse models and will study the role of purified cannabinoid as a potential
to develop a novel patentable formulation to treat RA.

 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.

 Components
of Operating Results

 Operating
Expenses

 Our
current operating expenses consist of two components – research and development expenses, and general and administrative expenses.
To date, we have not generated any revenues. We do not expect to receive any revenue from our product candidate unless and until we obtain
regulatory approval and commercialize our product candidate or enter into agreements with third parties to commercialize them. There
can be no assurance that we will receive such regulatory approvals, and if our product candidate is approved, that we will be successful
in commercializing them.

and Development Expenses

and development activities are our primary focus. Products in later stages of clinical development generally have higher development
costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical
trials. We expect that our research and development expenses will increase as we prepare for, and commence, registrational clinical trials
of our RA and COVID-19 product candidates. A key activity in progressing our product candidates toward registrational trials is the development
of large-scale manufacturing processes that are tailored specifically to our product candidate. In order to confirm the suitability of
a new manufacturing facility and/or process, numerous experiments are needed. Moreover, the regulatory requirements in preparation for
manufacturing a drug to be used in a registrational trial or for commercial use involve validation activities and extensive updates to
our regulatory files, all of which are lengthy and costly activities. For these reasons, the development of manufacturing processes currently
represents the largest portion of our research and development expenses. Research and development expenses include, but are not limited
to, the following:

 employee-related
 expenses, such as salaries and share-based compensation;

 expenses
 of developing manufacturing processes;

 expenses
 relating to outsourced and contracted services, such as external laboratories and consulting
 and advisory services;

 costs
 associated with pre-clinical activities;

 patent
 application and maintenance expenses;

 expenses
 incurred in operating our laboratories and small-scale equipment; and

 clinical
 development expenses.

and Administrative Expenses

and administrative expenses consist primarily of employee related expenses, including salaries, benefits, and equity-based compensation,
for personnel in executive, finance, accounting, business development and human resources functions. Other significant costs include
facility costs not otherwise included in research and development expenses, legal fees relating to patent and corporate matters, and
fees for accounting and consulting services.

 We
anticipate that our general and administrative expenses will increase in the future to support continued research and development activities,
potential commercialization of our product candidates and increased costs of operating as a public company. These increases will likely
include increased costs related to the hiring of additional personnel and fees to outside consultants, lawyers and accountants, among
other expenses. We also anticipate increased expenses related to the reimbursements of third-party patent related expenses in connection
with the ongoing interference proceeding with respect to certain of our in-licensed intellectual property. Additionally, we anticipate
increased costs associated with being a public company, including expenses related to services associated with maintaining compliance
with SEC requirements and insurance costs.

 Comparison
of the Year Ended December 31, 2023 to the year ended December 31, 2022

 Results
of Operations

 For
 the

 For
 the

 2023

 2022

 U.S. dollars
 in thousands (except for share and per share data)

 Operating expenses:

 and development expenses

 $
 (569

)

 $
 (1,178
)

 and administrative expenses

 (703
)

 (2,139
)

 Operating
 loss

 (1,272

)

 (3,317
)

 Financial
 expense, net

 (12
)

 (41
)

 Net
 loss and comprehensive loss

 $
 (1,284

)

 $
 (3,358
)

 Basic
 and diluted net loss per share

 $
 (0.07

)

 $
 (0.23
)

 Weighted
 average number of shares of ordinary shares used in computing basic and diluted net loss per share

 $
 16,716,905

 $
 14,341,518

and Development Expenses

 Our research and development
expenses totaled $569 thousand for the year ended December 31, 2023, representing a decrease of $609 thousand, or 51.7%, compared to $1,178
thousand for the year ended December 31, 2022. The decrease was primarily attributable to the decrease in share-based compensation to
our consultants and service providers of $600..

and Administrative Expenses

 Our general and administrative
expenses totaled $703 thousand for the year ended December 31, 2023, representing a decrease of $1,436 thousand, or 67.1%, compared to
$2,139 thousand for the year ended December 31, 2023. The decrease was primarily attributable to decrease in our share-based payment compensation
for our officers, directors and consultants.

 Operating
Loss

 As a result of the foregoing,
our operating loss totaled $1,272 thousand for the year ended December 31, 2023, representing a decrease of $2,045 thousand, or 61.6%,
compared to $3,317 thousand for the year ended December 31, 2022.

 Financing
expense, Net

 We recognized financing expense,
net of $12 thousand for the year ended December 31, 2023, representing a decrease of $29 thousand, or 70.7%, compared to finance expense,
net of $41 thousand for the year ended December 31, 2022. The decrease was primarily attributable to exchange rate differences between
the U.S. dollar and the New Israeli Shekel.

 Net
and Comprehensive Loss

 As a result of the foregoing,
our loss totaled $1,284 thousand for the year ended December 31, 2023, representing a decrease of $2,074 thousand, or 61.7%, compared
to $3,358 thousand for the year ended December 31, 2022.

 Critical
Accounting Estimates

 Our
consolidated financial statements are prepared in accordance with US GAAP. There are no critical accounting estimates for the years ended
December 31, 2023 and 2022.

 Liquidity
and Capital Resources

 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, 2023, we had approximately $230 thousand in cash and cash equivalents, and have invested most of our
available cash funds in ongoing cash accounts.

 Overview

 The
table below presents our cash flows for the periods indicated:

 For
 the

 For
 the

 2023

 2022

 U.S.
 dollars in thousands

 Cash
 used in operating activities

 $
 (1,203
)

 $
 (759
)

 Cash
 provided by investing activities

 $
 -

 $
 (2
)

 Cash
 provided by financing activities

 $
 1,145

 $

 Net
 increase (decrease) in cash and cash equivalents

 $
 (58
)

 $

 Net cash used in operating
activities was $1,203 thousand for the year ended December 31, 2023, compared with net cash used in operating activities of $759 thousand
for the year ended December 31, 2022. The $444 thousand increase in the net cash used in operating activities during 2023, compared to
2022, was mainly from higher general and administrative activity during 2023 compared with 2022.

 Net
cash used in investing activities for the year ended December 31, 2023 was $0 compared to $2 thousand for the year ended December 31,
2022. The decrease in net cash provided by investing activities during 2023 compared to 2022 was immaterial.

 Net
cash provided by financing activities for the year ended December 31, 2023 was $1,145 thousand compared to $896 thousand for the year
ended December 31, 2022. The increase of $249 thousand in net cash provided by financing activities during 2023 compared to 2022 was
mainly due to higher proceeds in 2023 from issuance of common stock and warrants compared with 2022.

 Current
Outlook

 We
have financed our operations to date primarily through proceeds from founder's capital and issuance of shares and warrants. We
have incurred losses and generated negative cash flows from operations since inception. To date we have not generated revenue, and we
do not expect to generate significant revenues from the sale of our products in the near future.

 We
do not believe that our current cash on hand will be sufficient to fund our projected operating requirements. This raises substantial
doubt about our ability to continue as a going concern. At this time, there is no guarantee that we will be able to obtain an adequate
level of financial resources required for the short and long-term support of our operations or that we will be able to obtain additional
financing as needed, or meet the conditions of such financing, or that the costs of such financing may not be prohibitive. These conditions
raise substantial doubt about our ability to continue as a going concern for a period within one year from the date of the financial
statements included elsewhere in this Annual Report.

 As
of December 31, 2023, our cash and cash equivalents were $230 thousand. We believe that our existing cash and cash equivalents will be
sufficient to fund our projected cash requirements through the first quarter of 2024. Therefore, we will require significant additional
financing in the near future to fund our operations. We currently anticipate that we will require approximately $800 thousand for research
and development activities over the course of the next 12 months. We also anticipate that we will require approximately $600 thousand
for capital expenditures over such 12-month period, which consists primarily of expenditures for clinical trials and general Company
operating costs.

 In
addition, our operating plans may change as ae result of many factors that may currently be unknown to us, and we may need to seek additional
funds sooner than planned. Our future capital requirements will depend on many factors, including:

 our
 research and development efforts, including our ability to finish research and development
 projects or product development within the allotted or expected timeline;

 the
 cost, timing and outcomes of seeking to commercialize our products in a timely manner;

 our
 ability to generate cash flows;

 economic
 weakness, including inflation, or political instability in particular foreign economies and
 markets;

 government
 regulation in our industry, and more specifically, the costs and timing of obtaining regulatory
 approval or permits to launch our technology in various geographical markets; and

 The
 costs of, and timing for, strengthening our manufacturing agreements for production of our
 wave energy systems.

 Until
we can generate significant revenues, if ever, we expect to satisfy our future cash needs through our existing cash, cash equivalents
and short-term deposits, loans, or debt or equity financings. We cannot be certain that additional funding will be available to us on
acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of, or eliminate research or development
plans for, or commercialization efforts with respect to, one or more applications of our products. This may raise substantial doubts
about our ability to continue as a going concern.

 Off-Balance
Sheet Arrangements

 Rambam
Research Agreement

 On
July 17, 2019, we entered into a sponsored research agreement, or the Research Agreement, with Rambam MT, pursuant to which the Company
agreed to fund a research project, to be performed by Rambam MD, 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 MT 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 MT 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 MT 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.

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 MT $960,000 plus VAT in four biannual payments
from May 2023 through December 2024. Furthermore, in accordance with the terms of the Research Agreement, we and Rambam MT 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 MT agreed not to work, study or develop any technologies with other entities that compete with our work with Rambam MT 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.

 Subject
to commercial sales of any product candidate using the intellectual property created as a part of the research covered by such agreement,
Raphael Israel is required to pay Rambam MT a royalty in an amount equal to 6% of all net sales, subject to certain deductions, such
as taxes paid by any purchaser, transportation and shipping costs, and other customary deductions.

 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 December 31, 2023, 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 $120,000 for the Supplement Agreement.

 Way
of Life Cannabis Agreement

 In
October 2020, Raphael Israel entered into an engagement agreement with Wolc, pursuant to which, subject to its completing the Share Exchange
with Easy Energy, Raphael Israel will be provided with up to 15 liters of CBD oil, from a strain of cannabis during a term of 18 months,
to be provided in two to three deliveries of between one to seven liters of CBD oil. In accordance with Raphael Israel's agreement
with Wolc, Raphael Israel has agreed to issue to certain persons affiliated with Wolc 3% of Raphael's issued and outstanding share
capital as of the date of the Share Exchange, to be provided in three equal issuances; provided, however, that such persons may elect
to receive a cash payment of $100,000 instead of any one issuance of Raphael's shares. In addition to the issuance of shares, Raphael
Israel has also agreed to pay Wolc a royalty fee equal to 15% of the net royalties generated from sales of Raphael Israel's pharmaceutical
drug products that are developed at Rambam hospital in Israel.

 On July 27, 2022, the Company
issued 100,500 shares of common stock to Wolc in connection with the engagement agreement. The value of such issued shares was based on
the value of the service provided, which amounted to $100,000. In June 2023, the Company issued 201,000 shares of common
stock to Wolc, in connection with the services agreement dated October 2020. The value of the shares issued was based on the value of
the service provided, which amounted to $200,000.

 Except
for the above, we have not engaged in any off-balance sheet arrangements, such as the use of unconsolidated subsidiaries, structured
finance, special purpose entities or variable interest entities.

 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.

 Item
7A. Quantitative and Qualitative Disclosure about Market Risk

 Not
applicable to smaller reporting companies.

 Item
8. Financial Statements and Supplementary Data.

 All
information required by this item is included in Item 15 of Part IV of this Annual Report and is incorporated into this item by reference.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Management's
Conclusions Regarding Effectiveness of Disclosure Controls and Procedures

 As
of December 31, 2023, we conducted an evaluation, under the supervision and participation of management including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended). There are inherent limitations to the effectiveness of any system
of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance
of achieving their control objectives.

 Based
upon this evaluation, our Chief Executive Officer and chief financial officer concluded that our disclosure controls and procedures are
effective at the reasonable assurance level as of December 31, 2023.

 Internal
Control over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.

of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even internal
controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost limitations,
judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error, and the risk of
fraud. The projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with policies may deteriorate. Because of these limitations, there
can be no assurance that any system of internal control over financial reporting will be successful in preventing all errors or fraud
or in making all material information known in a timely manner to the appropriate levels of management.

 This
Annual Report does not include an attestation report of the company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the company's registered public accounting
firm pursuant to rules of the Commission that exempt from this requirement issuers that are neither accelerated filers nor large accelerated
filers.

 Changes
in Internal Control over Financial Reporting

 There were
no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 PART
III

 Item
10. Directors, Executive Officers, and Corporate Governance.

 Our directors and executive
officers and their ages as of March 28, 2024, are set forth in the following table:

 Name

 Age

 Position

 Shlomo
 Pilo

 Chief Executive Officer
 and Chairman of the Board of Directors

 Guy
 Ofir

 Chief Financial Officer
 and Director

 Dr.
 Igal Louria Hayon

 Chief Technology Officer
 and Director

 Dr.
 Yehuda Eliya

 Director

 Shlomo
Pilo, has been our Chief Executive Officer and a member of our board of directors since the Share Exchange and previously served
in such capacity with Raphael Israel from July 2019. In addition, following the founding of Sheffa Enterprises Inc. in 2009, Mr. Pilo
is also engaged in providing food brokering services, representing seven food manufacturers in Europe and North America. Before founding
Sheffa Enterprises Inc., Mr. Pilo served as VP Sales & Marketing of Alle Processing Corporation, the world's largest Glatt
Kosher food manufacturer.

 Guy
Ofir, has been our Chief Financial Officer and a member of our board of directors since September 27, 2021. Mr. Ofir is a qualified
lawyer in Israel and the owner of "Guy Ofir Adv" law firm since 2000, with a main practice in civil and business law. In
2007 he established and registered a company named Easy Energy Inc. that developed a green energy patent. Mr. Ofir owns an investment
company, which has invested in land and construction in Romania since 2005.

 Dr.
Igal Louria-Hayon, has been our Chief Technology Officer and member of our board of directors since September 27, 2021. Dr. Louria-Hayon
serves as a scientific director of the Medical Cannabis Research and Innovation Center at Rambam Health Care Campus and Head of the Leukemia
& Immunotherapy Research Laboratory in the Clinical Research Institute at Rambam. In addition, Dr. Louria-Hayon served as Senior
Research Fellow in the Technion's Cannabinoid Research Laboratory.

 Dr.
Yehuda Eliya, has been a member of our board of directors since September 27, 2021. Dr. Eliya is a partner at one of the largest
accounting firms in Israel and the owner of a law firm. Dr. Eliya is the Vice President of the Chamber of Internal Auditors in Israel.
In addition, Dr. Eliya is a member of the presidency of ZAKA, a series of volunteer community emergency response teams in Israel, a parliamentary
adviser to the Republic of Abkhazia and serves as a director in several non-profit organizations in Israel.

 Scientific
Advisory Board

 Professor
Alexandra Balbir-Gurman, Frontline Director of Clinical Trials (Rambam) and Director of the B. Shine Rheumatology Unit at Rambam
Health Care Campus, a member of the Executive Committee of the Israeli Society of Rheumatology, an active member of the Scleroderma Research
Group (EUSTAR) and a member of the EULAR Target US initiative.

 Dr.
Shachar Eduardo, Frontline Director of Clinical Trials (Rambam), is the Director of the Clinical Immunology Unit at Rambam Health
Care Campus.

 Prof.
Shai Israeli, Head of the Division of Pediatric Hematology-Oncology Center, Schneider Children's' Medical Center of Israel
(affiliated to Tel Aviv University), is a member of the executive Board of the European Hematology Association (EHA).

 Family
Relationship

 There
is no family relationship among the directors and officers of the Company.

 Involvement
in Certain Legal Proceedings

 Over
the past ten (10) years, none of our directors or our executive officer have been (i) involved in any petition under Federal bankruptcy
laws or any state insolvency law, (ii) convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding
traffic violations and other minor offenses), (iii) subject of any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from (a) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person
regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings
and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, (b)
engaging in any type of business practice, or (c) engaging in any activity in connection with the purchase or sale of any security or
commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws, or (d) subject of any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right to engage in any activity described in (iii)(a), (iv) found by a court of competent
jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action
or finding by the SEC has not been subsequently reversed, suspended, or vacated, (v) found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil
action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. (vi) subject
of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended
or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation, (b) any law or
regulation respecting financial institutions or insurance companies, or (c) any law or regulation prohibiting mail or wire fraud or fraud
in connection with any business entity, or (vii) the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered
entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity
or organization that has disciplinary authority over its members or persons associated with a member. Except as set forth in our discussion
below in "Transactions with Related Persons; Promoters and Certain Control Persons; Director Independence," none of our directors,
director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates
or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

 Code
of Ethics

 We
currently do not have a code of ethics or insider trading policy in place. Because our board of directors believes that our small size
does not merit the expense of preparing, adopting and administering a code of ethics and our lack of liquidity of Common Stock and a
trading market on OTCQB does not currently merit the expense of preparing, adopting and administering an insider trading policy. Our
board of directors intends to adopt a code of ethics and insider trading policy when circumstances warrant.

 Disclosure
regarding the adoption of, any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors,
principal executive and financial officers will be included in a Current Report on Form 8-K within four business days following the date
of any such adoption, amendment or waiver.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

 We have reviewed all forms provided to us or filed with the SEC. Based
on that review and on written information given to us by our executive officers and directors, we believe that all Section 16(a) filings
during the past fiscal year were filed on a timely basis and that all directors, executive officers and 10% beneficial owners have fully
complied with such requirements during the past fiscal year, except as follows: (a) Yehuda Eliya, a member of our board of directors,
failed to timely file a Form 4 reporting his November 25, 2023 purchase of 150,000 shares of our common stock. Mr. Eliya filed a Form
4 reporting this transactions on March 25, 2024; (b) Dr. Igal Louria-Hayoun, our Chief Technology Officer and a member of our board of
directors, failed to timely file a Form 4 reporting his warrants exercise of 999,999 warrants. Mr. Louria-Hayoun filed a form 4 reporting
this transaction on March 25, 2024.

 Committees
of the Board of Directors

 We
do not have an audit or compensation committee and have no independent directors that examine related party transactions. The board of
directors performs these functions as a whole. Thus, there is a potential conflict in that board members who are also part of management
will participate in discussions concerning management compensation and audit issues that may affect management decisions. To the extent
possible, a majority of the disinterested members of our board of directors will approve future affiliated transactions. Additionally,
because the Company's Common Stock is not listed for trading or quotation on a national securities exchange, we are not required
to have such committees.

 Nominees
to the Board of Directors

 During
the Company's 2023 fiscal year, there were no material changes to the procedures by which security holders may recommend nominees
to the board of directors.

 Item
11. Executive Compensation.

 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

 Name and
 principal position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock

 awards ($)

 Option

 awards ($)

 Non-equity

 incentive
 plan
 compensation ($)

 Nonqualified

 deferred
 compensation
 earnings
 ($)

 All
 other
 compensation
 ($)

 Total

 ($)

 Shlomo Pilo

 2023

 $
 244,000

 $
 -

 $
 244,000

 2022

 $
 120,000

 $
 250,000

 $
 370,000

 2023

 $
 144,000

 $
 -

 $
 -

 $
 144,000

 2022

 $
 72,000

 750,000

 $
 250,000

 $
 1,072,000

 Dr. Igal Louria-Hayoun

 2023

 $
 -

 $
 -

 $
 -

 2022

 $
 108,000

 $
 500,000

 $
 608,000

 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

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:

 Equity
 Awards

 Name

 Grant

 Date

 of
 Securities
 Underlying
 Unexercised
 Options / Warrants
 Exercisable (1)(2)
 (#)

 of
 Securities
 Underlying
 Unexercised
 Options / Warrants
 Unexercisable
 (#)

 Option
 / Warrants Exercise
 Price
 ($)

 Option
 / Warrants
 Expiration Date

 Shlomo Pilo

 12/5/2022

 1,000,000

 -

 1.12

 12/31/2025

 12/5/2022

 1,000,000

 -

 1.00

 12/31/2025

 (1)

 Amounts in this column
 represent warrants granted to each of the directors pursuant to their respective service agreements.

 (2)

 Unless otherwise indicated,
 all of the warrants vested upon granting and are exercisable immediately.

 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:

 Name

 Fees

 earned or
 paid in cash
 ($)

 Option
 / Warrant
 Awards ($) (1)

 All
 other
 compensation ($)

 Total

 ($)

 Yehuda
 Eliya

 -

 $
 50,000

 -

 $
 50,000

 (1)

 Amounts in this column
 represent the grant date fair value of warrants granted to each of the directors pursuant to their respective service agreements.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Security
Ownership of Certain Beneficial Owners

 The
following table sets forth information regarding beneficial ownership of our Common Stock as of December 31, 2023 by:

 each
 person, or group of affiliated persons, known to us to be the beneficial owner of at least
 5% of our outstanding Common Stock;

 each
 of our directors and executive officers; and

 all
 of our directors and executive officers as a group.

 Beneficial ownership is determined in accordance with the rules of
the SEC and includes voting or investment power with respect to Common Stock. Percentage of shares beneficially owned is based on 18,502,918
shares outstanding on December 31, 2023.

 Except
as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with
respect to all shares shown to be beneficially owned by them, based on information provided to us by such shareholders. Unless otherwise
noted below, each beneficial owner's address is: 4 Lui Paster, Tel Aviv-Jaffa, Israel 6803605.

 No. of

 Shares
 Beneficially
 Owned

 Percentage

 Owned

 Holders of more than 5% of our voting securities:

 Haim Castro

 1,255,325

 6.8
 %

 Directors and executive
 officers:

 2,312,156

 12.5
 %

 Shlomo Pilo

 4,783,701

 25.6
 %

 Dr. Igal Louria Hayon

 999,000

 5.4
 %

 Dr. Yehuda Eliya

 352,000

 1.9
 %

 All directors and executive
 officers as a group (4 persons)

 Changes
in Control

 There
are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may
at a subsequent date result in a change in control of the Company.

 Equity
Compensation Plan Information

 Currently,
there is no equity compensation plan in place.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Transactions
with Related Persons

 Share
Exchange

 In
connection with the Share Exchange, certain of our shareholders and directors received shares of our Company as a result of shares that
they held in Raphael Israel.

 Consulting
Agreements

 We
have entered into written consulting agreements with our executive officers, including our Chief Executive Officer and Chief Technology
Officer, who are also members of our board of directors.

 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 July 1, 2022 until December 31, 2022,
we paid our Chief Executive Officer a monthly fee of $10,000. Commencing on January 1, 2023, we agreed to pay a monthly fee in the amount
of $20,000. In addition, we agreed to issue 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 July 1, 2022 until December 31, 2022, we paid
Mr. Ofir a monthly fee of $6,000. Commencing on January 1, 2023, we agreed to pay a monthly fee in the amount of $12,000. In addition,
we will grant 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 the Company to engage with an array
of science consultants and to coordinate collaborations with hospitals on medical cannabis research. Raphael Israel pay 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. In addition, we will grant 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, 2023. 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.

 We
entered into a service agreement with Yehuda Eliya, pursuant to which Mr. Eliya will serve as a member of our board of directors. Pursuant
to the agreement, the Company granted Mr. Eliya a warrant to purchase 202,000 shares of common stock, at an exercise price of $1.12 per
share, which shall have a term of 2 years from the issuance date. On December 25, 2023 we amended the service agreement to extend its
expiry date to December 31, 2024.

 Indemnification
Agreements

 We
have entered into indemnification agreements with our directors pursuant to which we agreed to indemnify each director for any liability
he or she may incur by reason of the fact that he or she serves as our director, to the maximum extent permitted by law.

 Policies
and Procedures for Related-Party Transactions

 Our
Company does not have any formal written policies or procedures for related party transactions, however in practice, our board of directors'
reviews and approves all related party transactions and other matters pertaining to the integrity of management, including potential
conflicts of interest and adherence to standards of business conduct. We have two independent directors on our board of directors. See
Item 13. Certain Relationships and Related Transactions, and Director Independence" for further information.

 Director
Independence

 None
of our securities are listed or trade on any securities or currency exchange or other established public trading market. However, the
members of our board of directors have reviewed their relationship with the Company in conjunction with Nasdaq Listing Rule 5605(a)(2)
that provides that an "independent director" is 'a person other than an executive officer or employee of the Company
or any other individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director.' Based upon information requested from and
provided by each director concerning their background, employment and affiliations, including family relationships, our board of directors
has affirmatively determined that each of Prof. Press and Dr. Eliya has no relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director and is independent within the meaning of the director independence standards
of the Nasdaq rules and the SEC. Our members of the board of directors have determined that Dr. Louria-Hayon, Mr. Ofir and Mr. Pilo do
not qualify as independent directors pursuant to the standards described above.

 Our
Company does not have a separately designated audit, nominating or compensation committee or committee performing similar functions;
therefore, our full board of directors currently serves in these capacities.

 Item
14. Principal Accounting Fees and Services.

 We
were billed the following fees for professional services rendered by our auditor Weinstein International CPA, for the years ended December
31, 2023 and 2022.

 2023

 2022

 U.S.
 dollars in thousands

 Audit fees (1)

 30,000

 30,000

 Audit – related fees

 -

 -

 Tax fees

 -

 -

 All other fees

 -

 -

 Total

 30,000

 30,000

 (1)

 Consists of fees for audit
 of the Company's annual financial statements, audit of the financial statements of acquired subsidiaries, the review of interim
 financial statements included in the Company's quarterly reports, consents, and the review of other documents filed with the
 Commission.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)
 Financial Statements.

 RAPHAEL PHARMACEUTICAL INC. AND ITS SUBSIDIARY

 AS OF DECEMBER 31, 2023

 U.S. DOLLARS IN THOUSANDS

 Page

 Report of independent Registered Public Accounting Firm (PCAOB ID No. 6629)

 Consolidated Balance Sheets

 Consolidated Statements of Comprehensive Loss

 F- 5

 Consolidated Statements of Changes in Stockholders' Equity (Deficit)

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F-8 - F-21

 - - - - - - - - - - -

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of Raphael Pharmaceutical
Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Raphael Pharmaceutical Inc. and its subsidiary (the "Company") as of December 31, 2023 and 2022, the related
consolidated statements of comprehensive loss, changes in stockholders' equity (deficit) and cash flows for the year ended December
31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023
and 2022 and the results of its operations and its cash flows for each of two years in the period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1b to the financial statements, the Company's
lack of revenues and accumulated operating losses raise substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1b. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 Critical Audit Matter

 The critical audit matter communicated below is
a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion
on the critical audit matter or on the accounts or disclosures to which it relates.

 Issuance of share capital and warrants -
Changes in Ordinary Share Capital– Refer to Note 6 to the Consolidated Financial Statements

 Critical Audit Matter Description

 During the year ended December 31, 2023, the Company
raised equity in the aggregate amount of $896 thousands, through equity transactions, by issuing shares and warrants.

 We deemed our audit over the issuance of share
capital and warrants as a critical audit matter because of the magnitude of the transactions and the increased extent of auditing effort,
in relation to the audit as a whole, to evaluate management's classification of the equity transactions.

 How the Critical Audit Matter Was Addressed
in the Audit

 Our audit procedures related to the issuance of
share capital and warrants transactions included the following, among others:

 We read the agreements and analyzed the terms of the Company's equity transactions.

 We evaluated management's interpretation and application of the relevant accounting guidance in
relation to the appropriateness of the equity classification of warrants issued in these transactions.

 We agreed the consideration received from the transactions to the respective bank statements.

 We compared the shares issued and outstanding to the confirmation obtained directly from the transfer
agent.

 /S/ Weinstein International CPA (PCAOB register No. 6629)

 Tel Aviv, Israel

 March 28, 2024

 We have served as the Company's auditor since 2022.

 F- 3

 CONSOLIDATED
BALANCE SHEETS

 Note

 2023

 2022

 Assets

 Current assets:

 Cash and cash equivalents

 $

 $

 Other current assets

 Total current assets

 Non-Current assets:

 Fixed asset, net

 Total assets

 $

 $

 Liabilities and stockholders' equity (deficit)

 Current liabilities:

 Other accounts payable and accrued expenses

 Payable to related party

 Total current liabilities

 Stockholders' equity (deficit):

 Common stock, $ 0.01 par value:

 Authorized: 21,020,560 shares;

 Issued and outstanding: 18,502,918 and 15,624,040 as of December 31, 2023 and December 31, 2022, respectively

 Additional paid-in capital

 7,392

 5,975

 Accumulated deficit

 ( 7,310
)

 ( 6,026
)

 Total stockholders' equity (deficit)

 ( 267
)

 Total liabilities and stockholders' equity

 $

 $

 The accompanying notes are an integral part of
the condensed consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF COMPREHENSIVE LOSS

 Note

 For the year ended

 2023

 2022

 Research and development expenses

 9a

 $

 $
 1,178

 General and administrative expenses

 9b

 2,139

 Operating loss

 1,272

 3,317

 Total financial expense, net

 9c

 Net loss and comprehensive loss

 1,284

 3,358

 Basic and diluted net loss per share

 0.07

 0.23

 Weighted average number of common shares used in computing basic and diluted net loss per share

 16,716,905

 14,341,518

 The accompanying notes are an integral part of
the condensed consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CHANGES STOCKHOLDERS' IN EQUITY (DEFICIT)

 Common stock

 Additional paid-in

 Accumulated

 Total

 Amount

 capital

 deficit

 equity

 Balance as of January 1, 2022

 12,970,540

 $

 $
 2,666

 $
 ( 2,668
)

 $

 Issuance of common stock and warrants

 831,000

 -

 Issuance of common stock in exchange for services

 1,822,500

 2,424

 -

 2,443

 Net loss

 -

 -

 -

 ( 3,358
)

 ( 3,358
)

 Balance as of December 31, 2022

 15,624,040

 $

 $
 5,975

 $
 ( 6,026
)

 $

 Common stock

 Additional paid-in

 Accumulated

 Total

 Amount

 capital

 deficit

 equity

 Balance as of January 1, 2023

 15,624,040

 $

 $
 5,975

 $
 ( 6,026
)

 $

 Issuance of common stock and warrants

 2,677,878

 1,219

 -

 1,245

 Issuance of common stock in exchange for services

 201,000

 -

 Net loss

 -

 -

 -

 ( 1,284
)

 ( 1,284
)

 Balance as of December 31, 2023

 18,502,918

 $
 7,392

 $
 ( 7,310
)

 $
 ( 267
)

 The accompanying notes are an integral part of
the consolidated financial statements.

 F- 6

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 Cash flows from operating activities

 Net loss

 $
 ( 1,284
)

 $
 ( 3,358
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Share-based payment in exchange for services

 2,290

 Depreciation

 *

 -

 Changes in:

 Other current assets

 Related parties

 ( 19
)

 Other accounts payables and accrued expenses

 ( 190
)

 Net cash used in operating activities

 ( 1,203
)

 ( 759
)

 Cash flows from investing activities

 Purchase of fixed assets

 -

 ( 2
)

 Net cash provided by investing activities

 -

 ( 2
)

 Cash flows from financing activities

 Receipt of a loan

 -

 -

 Proceeds from issuance of common stock and warrants

 1,145

 Net cash provided by financing activities

 1,145

 Change in cash and cash equivalents

 ( 58
)

 Cash and cash equivalents at the beginning of the year

 Cash and cash equivalents at the end of the year

 $

 $

 Non cash supplement

 Issuance of shares for past services (Note 6v)

 $

 $
 -

 Issuance of shares for past services

 $
 -

 $

 Non cash issuance costs

 $
 -

 $

 Exercise of warrants (Note 6bb)

 $

 $
 -

 (*)
 less than 1 thousand

 The accompanying notes are an integral part of the consolidated
financial statements.

 F- 7

 NOTE 1:-

 GENERAL

 a.
 Raphael Pharmaceutical Inc (formerly Easy Energy, Inc.) (the "Company") was incorporated under the laws of the State of Nevada on May 17, 2007. The Company is headquartered in Tel Aviv-Jaffa, Israel. From April 1, 2011 until December 31, 2019, the Company was not active.

 On October 8, 2020, the Company and its stockholders entered into a Share Exchange Agreement (the "Share Exchange") with an Israeli pharmaceutical company ("Raphael"), according to which, among other matters, all shareholders of Raphael will sell and convey the entire holdings in Raphael to the Company such that following the Share Exchange, the shareholders of Raphael will hold 90% of the issued and outstanding common stock of the Company, and the existing shareholders of the Company will hold the remaining 10 % of the issued and outstanding common stock.

 On May 14, 2021, the Company's board of directors and stockholders approved a 1-for-100 reverse split of the Company's common stock, which was implemented and became effective as of May 14, 2021. The reverse split combined each one hundred ( 100) shares of the Company's issued and outstanding Common stock into one share of common stock. No fractional shares were issued in connection with the reverse split, and any fractional shares resulting from the reverse split were rounded up to the nearest whole share.

 On May 14, 2021, Raphael and the Company, completed the Share Exchange pursuant to which 9,459,253 common stock were issued to the shareholders of Raphael so that they became the holders of 90 % of the issued and outstanding common stock of the Company immediately after the Share Exchange while the Company's shareholders hold, following the Share Exchange, 1,051,028 common stock which represents 10 % of the Company. On May 19, 2021, as agreed by the parties to the Share Exchange, the Company changed its name to Raphael Pharmaceutical Inc. Following such Share Exchange, Raphael's activities are the sole activities of the Company.

 The Share Exchange was accounted for as a reverse recapitalization which is outside the scope ASC 805, "Business Combinations" ("ASC 805"), as the Company, the legal acquirer, is considered a non-operating public shell, and is therefore not a business as defined in ASC 805. As the shareholders of Raphael received the largest ownership interest in the Company, Raphael was determined to be the "accounting acquirer" in the Share Exchange. As a result, the historical financial statements of the Company were replaced with the financial statement of Raphael for all periods presented.

 Company's
common stock began public trading on the over-the-counter market in the U.S. in January 2023 under the symbol "RAPH".

 b.
 Going concern and management plans

 The accompanying consolidated financial
statements have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in
the normal course of business. Since its inception, the Company has devoted substantially all of its efforts to research and development,
clinical trials, and raising capital. The Company is still in its development and pre-clinical stage and has not yet generated revenues.
The extent of the Company's future operating losses and the timing of becoming profitable are uncertain. As of December 31, 2023,
the Company's accumulated deficit was $ 7,310, the net loss for the year then ended was $ 1,284 and the net cash used in operating
activities was $ 1,203.

 F- 8

 NOTE 1:-

 GENERAL (Cont.)

 The Company has funded its operations
to date primarily through equity financing.

 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.

 Management's plans include, but are
not limited to, raising capital in the United States. There can be no assurance that it will be able to successfully raise additional
financing, including in a public offering, or obtain additional financing on a timely basis or on terms acceptable to the Company, or
at all.

 Management expects that the Company will
continue to generate losses from the development, clinical development and regulatory activities of its product, which will result in
negative cash flow from operating activity. This has led management to conclude that substantial doubt about the Company's ability
to continue as a going concern exists in the event that additional funding does not occur. If such sufficient financing is not received
timely, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated and
would then need to pursue a plan to license its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy
protection. The Company's consolidated financial statements do not reflect any adjustments that might result from the outcome of
this uncertainty.

 NOTE 2:-

 SIGNIFICANT ACCOUNTING POLICIES

 a.
 Basis
of presentation:

 The consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

 The consolidated financial statements
include the accounts of the Company and its subsidiary. Intercompany accounts and transactions have been eliminated upon consolidation.

 b.
 Use
of estimate in preparation of the consolidated financial statements:

 The preparation of consolidated financial
statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. The Company evaluates on an ongoing basis its assumptions. The
Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available
at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of expenses during
the reporting periods. Actual results could differ from those estimates.

 F- 9

 NOTE 2:-

 SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 c.
 Consolidated financial statements in United States dollars:

 The Company's functional currency
is the U.S. dollar ("dollar" or "$") since the dollar is the currency of the primary economic environment in which
the Company has operated and expects to continue to operate in the foreseeable future. Transactions and balances denominated in dollars
are presented at their original amounts. Transactions and balances denominated in currencies other than dollars have been re-measured
to dollars. All transaction gains and losses from re-measurement of monetary balance sheet items denominated in currencies other than
dollars are reflected in the statements of comprehensive loss as financial expenses, net.

 d.
 Cash
and cash equivalents:

 Cash equivalents are short-term highly
liquid investments that are readily convertible to cash with original maturities of three months or less as of the date acquired and that
are exposed to insignificant risk of change in value.

 e.
 Fair
value measurements:

 The carrying values of Company's
financial assets and liabilities, including cash and cash equivalents, other current assets, related parties, accounts payable and accrued
expenses approximate their fair value due to the short-term maturity of these instruments.

 f.
and development expenses:

 Research and development expenses are
charged to the statements of comprehensive loss as incurred.

 g.
 Income
taxes:

 The Company accounts for income taxes
in accordance with ASC 740, "Income Taxes". ASC 740 prescribes the use of the liability method whereby deferred tax assets
and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances
in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be
realized. As of December 31, 2023, and 2022, the Company had a full valuation allowance on its deferred tax assets.

 h.
 Basic
and diluted net loss per share:

 Earnings or loss per share ("EPS")
is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or
loss per share. EPS is computed pursuant to ASC 260-10-45. Pursuant to ASC 260-10-45-10 through 260-10-45-16 Basic EPS is computed by
dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator)
during the period. Loss available to common stockholders shall be computed by deducting both the dividends declared in the period on
preferred stock (whether or not paid) from loss from operating loss (if that amount appears in the statements of comprehensive loss)
and also from net loss.

 F- 10

 NOTE 2:-
 SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 The computation of diluted EPS is similar
to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would
have been outstanding if the dilutive potential common stock had been issued during the period to reflect the potential dilution that
could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

 The net loss per share and the weighted
average number of shares used in computing basic and diluted net loss per share is as follows:

 For the Year Ended

 2023

 2022

 Numerator:

 Net loss applicable to common stockholders

 $
 ( 1,284
)

 $
 ( 3,358
)

 Denominator:

 Number of shares of common stock used in computing basic and diluted net loss per share

 16,716,905

 14,341,518

 Net loss of shares of common, basic and diluted

 $
 ( 0.07
)

 $
 ( 0.23
)

 i.
 Leases

 In February 2016, the FASB issued ASU
2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize their leases contracts as assets and
liabilities in the consolidated financial statements. Furthermore, the ASU requires the Company to continue recognizing expenses but recognize
expenses on their statements of comprehensive loss in a manner similar to current lease accounting. The amendments in this ASU are effective
January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, to allow a company to elect an optional modified
retrospective transition method that applies the new lease requirements through a cumulative-effect adjustment in the period of adoption.

 Effective January 2019, the Company adopted
the new lease accounting standard. The Company elected to apply the practical expedients permitted under the transition guidance within
the new standard. As such, there was no impact on the Company's consolidated financial statements as a result of adopting ASU 2016-02.
See note 5a for more details.

 F- 11

 NOTE
 3:-

 OTHER CURRENT ASSETS

 2023

 2022

 Receivables on account of shares

 $

 $
 -

 Receivables from governmental authorities

 Prepaid expenses

 -

 $

 $

 NOTE
 4:-

 OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 2023

 2022

 Account payables

 $

 $

 Accrued expenses

 $

 $

 NOTE
 5:-

 CONTINGENT LIABILITIES AND COMMITMENTS

 a.
 Lease
commitments:

 Starting February 1, 2022, the Company
began renting its offices from a third party for a rental monthly fee of approximately $ 1 per month. The rent period is for a period of
one month which renews on a monthly basis.

 The Company elected to apply the practical
expedients permitted under the transition guidance within the new standard, and the Company also elected not to apply the recognition
requirements in the lease standard to short-term leases (less than 12 months) as of the adoption date. As such, there was no impact on
the Company's consolidated financial statements as a result of adopting ASU 2016-02.

 F- 12

 NOTE
 5:-

 CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)

 b.
 Rambam
research agreement

 The Company's research and development
efforts relating to its COVID-19 and rheumatoid arthritis ("RA") product candidates are being conducted by Rambam Med-Tech
Ltd., or Rambam MT, a part of the Rambam Health Care Campus in Israel, in accordance with a Sponsored Research Agreement (the "Research
Agreement"), that was entered into by the Company and Rambam MT in July 2019, to be in effect for a period of 48 months and which
includes a non-compete extension option for an additional 48 months of research and development. Pursuant to the Research Agreement, the
Company agreed to pay Rambam MT $ 1,400 in four equal milestone payments, due on the first day of August on each successive year from 2019
through 2022. Furthermore, in accordance with the terms of the Research Agreement, the Company and Rambam MT will have joint ownership
of any IP created as a result of research programs covered by such agreement. In addition, subject to commercial sales of any product
candidate using the IP created as a part of the research covered by the Research Agreement, the Company is required to pay Rambam MT a
royalty in an amount equal to 6 % of all net sales, subject to certain deductions, such as taxes paid by any purchaser, transportation
and shipping costs, and other customary deductions.

 As of December 31, 2023 the Company paid
Rambam MT $ 1,400.

 In October 2022, the Company and Rambam
signed an appendix to the Research Agreement, according to which the objective of the new study will be to identify a novel cannabinoid
based patentable formulation to treat Rheumatoid diseases. Total cost of the new study will be $800 + $160 (overhead) + VAT (which consist
of $700 + VAT pre-clinical lab research cost, $120 + VAT Mouse model for systemic inflammation and $140 + VAT Mouse model for Rheumatoid
Arthritis). The Company's payments will be according to the payment schedule stipulated in the appendix and will begin in May 2023.
The appendix to the Research Agreement also extended the Research Agreement by additional two years until December 31, 2024.

 As
of December 31, 2023 the Company paid Rambam MT $ 120.

 c.

 Way of Life Cannabis research agreement

 In October 2020, Raphael Israel entered
into an engagement agreement with Way of Life Cannabis Ltd. ("Wolc"), pursuant to which, subject to its completing the Share
Exchange with Easy Energy, Raphael Israel will be provided with up to 15 liters of CBD oil, from a strain of cannabis during a term of
18 months, to be provided in two to three deliveries of between one to seven liters of CBD oil.

 In accordance with Raphael Israel's
agreement with Wolc, Raphael Israel has agreed to issue to certain persons affiliated with Wolc 3 % of Raphael's issued and outstanding
share capital as of the date of the Share Exchange, to be provided in three equal issuances; provided, however, that such persons may
elect to receive a cash payment of $ 100 instead of any one issuance of Raphael's shares. In addition to the issuance of shares,
Raphael Israel has also agreed to pay Wolc a royalty fee equal to 15 % of the net royalties generated from sales of Raphael Israel's
pharmaceutical drug products that are developed at Rambam hospital in Israel. In February 2023, the Company and Wolc signed an appendix
to the research agreement, according to which the parties agreed that Wolc provided to the Company 12 out of 15 liters of CBD oil, from
a strain of cannabis and the Company will transfer to Wolc the remaining stock per research agreement. In addition, Wolc will transfer
the remaining 3 liters of CBD oil to the Company upon Company's request.

 F- 13

 NOTE
 5:-

 CONTINGENT LIABILITIES AND COMMITMENTS (Cont.)

 d.

 Consulting agreement executive officers:

 On July 5, 2022 the Company singed several
agreements with its executive officers:

 Service agreement with Chief Executive Officer– the Company entered into
an agreement with Sheffa Enterprises Inc, a company wholly owned by the Company's Chief Executive Officer (the "CEO").
According to the terms of the agreement, the CEO will provide services to the Company until December 31, 2024. The fees for his services
will be $ 20 per month starting January 2023 (until January 2023, the fee remained to be $ 10 according to a consultant agreement dated
June 2019). In addition, the CEO was granted with 1,000,000 warrants to purchase common stock at an exercise price of $ 1.12 per share.
The warrants are exercisable until December 31, 2025. The Company may terminate the agreement prior to Decemer 31, 2024 by providing 120
days' advance written notice and paying the CEO a termination fee equal to the lesser of $ 360 or the monthly fee agreed, for the
remaining term of the agreement.

 Service agreement with Chief Financial Officer (the "CFO")–
The services will consist of financial services andlegal advice. Additionally, the CFO will and serve as a director of the Company. The
base compensation will be $ 12 starting January 2023 (between July 2022 and January 2023 the base compensation will be $ 6). In addition,
the CFO was granted with 1,000,000 shares of common stock at no cost and 1,000,000 warrants to purchase common stock at an exercise price
of $ 1 per share. The warrants are exercisable until December 31, 2025. The agreement is in place until December 31, 2024 and the Company
may terminate the agreement prior to December 31, 2024 by providing 120 days' advance written notice and paying the CFO a termination
fee equal to the lesser of $ 120 or the monthly fee agreed, for the remaining term of the agreement.

 NOTE 6:-

 STOCKHOLDERS' EQUITY

 a.
 On March 2, 2022, the Company raised $ 10 and issued 50,000
shares of common stock and 30,000 warrants to purchase common stock at an exercise price of $ 1.25 per share to certain investors of the
Company. The warrants were classified as equity and are exercisable until February 28, 2023.

 b.
 On March 15, 2022, the Company issued 270,000 shares of common
stock and 180,000 warrants to purchase common stock at an exercise price of $ 1.13 per share to Company's service provider in consideration
of past services at the amount of $ 150. The warrants were classified as equity and are exercisable until December 31, 2023.

 c.
 On April 28, 2022, the Company signed an agreement to raise
$ 50 and to issue 300,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $ 0.7 per share
to certain investor of the Company. The warrants are exercisable until April 30, 2024.

 F- 14

 NOTE 6:-

 STOCKHOLDERS' EQUITY (Cont.)

 d.
 On April 28, 2022 the Company and a certain investor signed
a finder fee agreement according to which the Company will issue to the investor 70,000 shares of common stock and 100,000 warrants to
purchase common stock at an exercise price of $ 0.5 per share. The warrants will be exercisable until April 30, 2024. The agreement will
become effective once the investor will provide the Company with an equity investment of $ 550. The shares were issued following May 2022
investment. The value of the shares issued was based on the value of the service provided and amounted to $ 70 which was recorded as issuance
cost.

 e.
 On May 2, 2022, the Company signed several agreements to raise $ 250 and to issue 250,000 shares of common
stock and 100,000 warrants to purchase common stock at an exercise price of $ 1.13 per share to certain investors of the Company. The warrants
are exercisable until April 30, 2024.

 In addition, it was agreed that the Company
will issue 250,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $ 1.13 per share to a certain
investor in consideration of additional $ 250 if the Company's stock will be publicly traded on the OTC market prior to August 15,
2022. The additional warrants once issued will be exercisable for 2 years. In January 2023 the investor exercised his option for additional
investment, refer to Note 10c.

 f.
 On June 27, 2022, the Company signed an agreement to raise $ 50 and to issue 35,000 shares of common stock
to certain investor of the Company.

 g.
 On June 30, 2022, the Company issued 280,000 shares of common stock and 105,000 warrants to purchase common
stock at an exercise price of $ 1.12 per share to Company's former director for his services. The warrants will be exercisable until
June 30, 2024. The value of the shares and warrants issued was based on the value of the service provided and amounted to $ 290.

 h.
 On July 27, 2022, the Company issued 1,000,000 shares of common stock and 1,000,000 warrants to Company's
CFO, refer to Note 5d. In addition, the Company issued 2,201,000 warrants to Company's executive officers and directors pursuant
a consultant agreement, refer to Note 6d. The value of the shares and warrants issued was based on the value of the service provided and
amounted to $ 1,800.

 i.
 On July 27, 2022, the Company issued 100,500 shares of common stock to Wolc in connection with the services
agreement dated October 2020. The value of the shares issued was based on the value of the service provided and amounted to $ 100.

 j.
 On September 8, 2022, the Company issued 56,000 shares of common stock to certain investor of the Company
pursuant to a share purchase agreement for total consideration of $ 63.

 k.
 On September 8, 2022, the Company issued 102,000 shares of common stock to certain service provider of
the Company pursuant to consultant agreement. The value of the shares issued was based on the value of the service provided and amounted
to $ 100.

 l.
 On October 21, 2022, the Company signed an agreement to raise $ 50 and to issue 50,000 shares of common
stock and 50,000 warrants to purchase common stock at an exercise price of $ 1.4 per share to certain investor of the Company. The warrants
are exercisable until September 30, 2024. The shares of common stock were issued on October 26, 2022.

 F- 15

 NOTE 6:-

 STOCKHOLDERS' EQUITY (Cont.)

 m.
 On October 26, 2022, the Company issued 90,000 shares of common stock to certain investor of the Company
pursuant to an exercise of 90,000 warrants for total consideration of approximately $ 100.

 n.
 On November 4, 2022, the Company signed an agreement to raise $ 100 and to issue 80,000 shares of common
stock and 20,000 warrants to purchase common stock at an exercise price of $ 1.5 per share to certain investor of the Company. The warrants
are exercisable until September 30, 2023. The shares of common stock were issued on January 10, 2023.

 o.
 In December 2022, the Company signed an agreement to raise $ 20 and to issue 15,750 shares of common stock
and 47,250 warrants to purchase common stock at an exercise price of $ 1.25 per share to certain investor of the Company. The warrants
are exercisable until December 31, 2024. The shares of common stock were issued on January 10, 2023.

 p.
 In December 2022, the Company signed an agreement to raise $ 200 and to issue 160,000 shares of common
stock and 40,000 warrants to purchase common stock at an exercise price of $ 1.5 per share to certain investor of the Company. The warrants
are exercisable until December 31, 2023. The shares of common stock were issued on January 10, 2023.

 q.
 On December 30, 2022, the Company signed an agreement to raise $ 7.5 and to issue 6,000 shares of common stock and 18,000 warrants to purchase common stock at an exercise price of $ 1.25 per share to certain investor of the Company. The warrants are exercisable until February 28, 2024. The investment above and share issuance took place in January 2023.

 r.
 In January 2023, the Company issued 255,750 shares of common stock following certain share purchase agreements dated November and December 2022.

 s.
 On January 8, 2023, certain investor of the Company and the Company signed an agreement to raise $ 250 and to issue 250,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $ 1.13 per share following the exercise of an option for additional investment. The warrants are exercisable until April 30, 2024. In January 2023, the investor and the Company agreed to raise only $ 117 out of the $ 250 investment. As a result, the Company received $ 117 and issued 117,000 shares of common stock and the issuance of 100,000 warrants to purchase common stock of the Company were cancelled.

 t.
 From March through June, 2023, certain investors of the Company and the Company signed an agreement to raise $ 190 and to issue 164,378 shares of common stock. The shares were issued in April 2023.

 F- 16

 NOTE 6:-

 STOCKHOLDERS' EQUITY (Cont.)

 u.
 In May 2023, certain investor of the Company and the Company signed an agreement to exercise investors warrants into Company's common stock. In May 2023, the investor transferred $ 123.

 v.
 In June 2023, the Company issued 201,000 shares of common stock to Way of Life Cannabis Ltd., or Wolc, in connection with the services agreement dated October 2020. The value of the shares issued was based on the value of the service provided and amounted to $ 200.

 w.
 From July through September, 2023, certain investors of the Company exercised their warrants into shares and as such, the Company received $ 480 (including $ 123 which was received in May 2023) and issued 1,454,250 shares of common stock.

 x.
 In September 2023, certain investor of the Company and the Company signed an agreement to raise $ 50 and to issue 100,000 shares of common stock.

 y.
 In September 2023, certain investor of the Company and the Company signed an agreement to exercise investors warrants into Company's common stock for an amount of $ 180. In September and December 2023, the investor transferred $ 180 and the Company issued 180,000 shares.

 aa.
 In November 2023, certain investor of the Company and the Company signed an investment agreement according to which the investors transferred $ 113 and the Company issued 200,500 shares.

 bb.
 In December 2023, certain investors of the Company and the Company signed an agreement to exercise investors warrants into Company's common stock for an amount of $ 100. In December 2023, the Company issued 200,000 shares.

 As of December 31, 2023, the consideration for
 the warrant exercise above was recorded as receivables on account of shares.

 As of December 31, 2023, there were 2,307,000 warrants outstanding.

 F- 17

 NOTE 7:-

 RELATED PARTIES BALANCES AND TRANSACTIONS

 A.
 Balances

 The following related party payables
are included in accounts payable and accrued expenses.

 2023

 2022

 Payables to related party - Officers (*)

 (*)
 Relates to Chief Executive Officer's and Chief Financial
Officer's services

 B.
 Transactions

 Year ended

 2023

 2022

 Consulting services (*)

 CFO fee (**)

 CTO fee

 -

 Directors' fee

 -

 Shares based compensation (***)

 -

 2,090

 2,397

 (*)
 Including salary expenses to Company's CEO and the Company's CFO. For further details on the consulting agreement with the Company's CEO, refer to Note 6d.

 (**)
 Including legal services provided to the Company's subsidiary by Company's CFO with respect to an agreement between the Company and its CFO.

 (***)
 Including share-based compensation expenses of $ 250 to the Company's CEO, $ 1,000 to the Company'sCFO, $ 500 to the Company's Chief Technology Officer and Director, $ 50 to Company's current director and $ 290 to Company's former director, refer to Notes 5d and 6 k.

 F- 18

 NOTE 8:-

 TAXES ON INCOME

 Income tax rates applicable to the Company
in 2023 and 2022 was 21 %.

 b.
 Foreign
income tax:

 1.
 Income
tax rates:

 Presented hereunder are the income tax rates relevant to
the Company's Israeli subsidiary

 2022 - 23 %

 2023 - 23 %

 2.
 As of December 31, 2023, the Company had U.S. federal net operating loss carryforwards of approximately $ 2,525 available to reduce future taxable income. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50 % change in ownership). Losses from 2018 and forward that can only offset 80 % of taxable income in a future year.

 The Company's Israeli subsidiary have estimated total available
carryforward operating tax losses for Israeli income tax purposes of approximately $ 3,240 as of December 31, 2023.

 c.
 Deferred
income taxes:

 Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:

 2023

 2022

 Deferred tax assets:

 Net operating loss carry forward

 $
 5,765

 $
 3,200

 Deferred tax asset before valuation allowance

 1,275

 Valuation allowance

 ( 1,275
)

 ( 727
)

 Net deferred tax asset

 $
 -

 $
 -

 In assessing the realization of deferred
tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized.

 The ultimate realization of the deferred tax assets is dependent
upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses
are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance as of December 31, 2023 and
2022.

 F- 19

 NOTE 8:-

 TAXES ON INCOME (Cont.)

 d.
 Reconciliation
of the theoretical tax expense to the actual tax expense:

 The main reconciling item between the statutory tax rate of
the Company and the effective tax rate is the recognition of valuation allowance in respect of deferred taxes relating to accumulated
net operating losses carried forward due to the uncertainty of the realization of such deferred taxes.

 Year ended

 2023

 2022

 Net loss, as reported in the consolidated statements of comprehensive loss

 $
 1,284

 $
 3,358

 Statutory tax rate

 %

 %

 Computed "expected" tax income

 Valuation allowance

 ( 270
)

 ( 705
)

 Taxes on income

 $
 -

 $
 -

 NOTE 9:-

 SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA

 a.
and development expenses:

 For the Year Ended
 December 31

 2023

 2022

 Subcontractors and consultants

 $
 1,530

 $

 Share based compensation

 -

 Laboratory services

 $
 1,569

 $
 1,178

 F- 20

 NOTE 9:-

 SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA (Cont.)

 b.
and administrative expenses:

 For the Year Ended
 December 31

 2023

 2022

 Professional services

 $

 $

 Share based compensation

 -

 1,690

 Consulting services

 Rent and office maintenance

 Others

 $

 $
 2,139

 c.
 Financial
expenses, net:

 For the Year Ended
 December 31

 2023

 2022

 Bank fees

 $

 $

 Exchange rate differences

 Total financial expenses, net

 $

 $

 NOTE 10:-

 SUBSEQUENT EVENTS

 In January 2024, the Company and certain investors signed
an investment agreement according to which the investors transferred $ 80 and the Company issued 58,500 shares.

 In January 2024, the Company signed an agreement to raise
$ 100 and to issue 100,000 shares of common stock and 100,000 warrants to purchase common stock at an exercise price of $ 1 per share to
certain investor of the Company. The warrants are exercisable until December 31, 2024.

 F- 21

 Exhibit

 Description

 3.1

 Restated
 Certificate of Incorporation (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September
 23, 2021).

 3.2

 Bylaws
 (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021).

 4.1

 Description
 of Securities (incorporated by reference from our Annual Report on Form 10-K filed March 30, 2022).

 10.1

 Contractual
 Agreement between Raphael Pharmaceutical Ltd. and Way of Life Cannabis Ltd. (incorporated by reference from Amendment No. 2 to our
 registration statement on Form 10 filed September 23, 2021).

 10.2

 Sponsored
 Research Agreement with Rambam Med-Tech Ltd. (incorporated by reference from Amendment No. 2 to our registration statement on Form
 10 filed September 23, 2021).

 10.3

 Supplement
 to Sponsored Research Agreement with Rambam Med-Tech Ltd. (incorporated by reference from our quarterly report on Form 10-Q filed
 November 14, 2022)

 10.4*

 English
 Translation of the Amendment to the Service Agreement by and between the Company and Yehuda Eliya, dated December 25, 2023.

 21.1

 List
 of Subsidiaries of the Company (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September
 23, 2021).

 31.1*

 Certification of Chief Executive Officer pursuant to Sec. 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Chief Financial Officer pursuant to Sec. 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

 32.2**

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

 101*

 The following materials
 Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehnesive Loss, (iii) the Statements
 of Changes in Stockholders' Equity (Deficit), (iv) the Consolidated Statements of Cash Flows and (v) related notes to these
 financial statements, tagged as blocks of text and in detail.**

 104*

 Cover Page Interactive
 Data File

 *

 Filed herewith.

 **

 Furnished herewith.

 Item
16. Form 10-K Summary.

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 RAPHAEL PHARMACEUTICAL INC.

 By:

 /s/ Shlomo Pilo

 Shlomo
 Pilo

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/ Guy Ofir

 Chief
 Financial Officer

 (Principal
 Financial Officer and Principal Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 By:

 /s/ Shlomo Pilo

 Shlomo Pilo

 Chief Executive Officer
 (Principal Executive Officer)

 By:

 /s/ Guy Ofir

 Chief Financial Officer
 (Principal Financial Officer and Principal Accounting Officer)

 By:

 /s/ Yehuda Eliya

 Yehuda Eliya

 Director

 By:

 /s/ Igal Louria

 Igal Louria Hayon

 Chief Technology Officer
 and Director

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