Raphael Pharmaceutical (RAPH) 10-K 30 Mar 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 30, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	Raphael Pharmaceutical Inc.
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		12,970,540
Entity Public Float			$ 0
Amendment Flag	false
Entity Central Index Key	0001415397
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-53002
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	26-0204284
Entity Address, Address Line One	4 Lui Paster
Entity Address, City or Town	Tel Aviv-Jaffa
Entity Address, Country	IL
Entity Address, Postal Zip Code	6803605
City Area Code	(972)
Local Phone Number	52-775-5072
Title of 12(b) Security	NONE
Entity Interactive Data Current	Yes
Auditor Firm ID	1197
Auditor Name	Brightman Almagor Zohar & Co.
Auditor Location	Tel Aviv, Israel

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 153	$ 95
Other current assets	269	228
Total current assets	422	323
Total assets	422	323
Current liabilities:
Other accounts payable and accrued expenses	272
Payable to related party	22	9
Loan		357
Total current liabilities	294	366
Stockholders’ equity (deficit):
Common stock, $0.01 par value Authorized: 21,020,560 shares Issued and outstanding: 12,970,540 and 9,459,253 as of December 31, 2021 and December 31, 2020, respectively	130	95
Additional paid-in capital	2,665	905
Accumulated deficit	(2,667)	(1,043)
Total stockholders’ equity (deficit)	128	(43)
Total liabilities and stockholders’ equity (deficit)	$ 422	$ 323

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	21,020,560	21,020,560
Common stock, shares issued	12,970,540	12,970,540
Common stock, shares outstanding	9,459,253	9,459,253

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Research and development expenses		$ 776	$ 461
General and administrative expenses		853	245
Operating loss		1,629	706
Total financial expense, net		(4)	12
Net loss and comprehensive loss		$ 1,625	$ 718
Basic and diluted net loss per share (in Dollars per share)		$ 0.15	$ 0.07
Weighted average number of common shares used in computing basic and diluted net loss per share (in Shares)	[1]	11,171,704	9,459,253
[1]	Number of shares has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the reverse recapitalization transaction and to reflect adjustment to the share par value (refer to Note 1a).

Consolidated Statements of Chan

Consolidated Statements of Changes Stockholders' In Equity (Deficit) - USD ($) $ in Thousands		Common shares		Additional paid-in capital	Accumulated deficit	Total
Balance at Dec. 31, 2019	[1]	$ 95		$ 438	$ (325)	$ 208
Balance (in Shares) at Dec. 31, 2019	[1]	9,459,253
Issuance of common stock			[2]	467		467
Net loss					(718)	(718)
Balance at Dec. 31, 2020	[1]	$ 95		905	(1,043)	(43)
Balance (in Shares) at Dec. 31, 2020	[1]	9,459,253
Issuance of common stock and warrants		$ 25		1,265		1,290
Issuance of common stock and warrants (in Shares)		2,460,259
Effect of reverse recapitalization transaction (Notes 1a and 7b)		$ 10		496		506
Effect of reverse recapitalization transaction (Notes 1a and 7b) (in Shares)		1,051,028
Net loss					(1,625)	(1,625)
Balance at Dec. 31, 2021		$ 130		$ 2,666	$ (2,668)	$ 128
Balance (in Shares) at Dec. 31, 2021		12,970,540
[1]	Number of shares has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the reverse recapitalization transaction and to reflect adjustment to the share par value (refer to Note 1a).
[2]	Represents amount less than $1

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (1,625)	$ (718)
Changes in:
Other current assets	(41)	(70)
Related parties	13	9
Other accounts payables and accrued expenses	234
Net cash used in operating activities	(1,419)	(779)
Cash flows from financing activities
Receipt of a loan	174	357
Proceeds from issuance of common stock and warrants	1,290	467
Cash acquired in the reverse recapitalization	13
Net cash provided by financing activities	1,477	824
Change in cash and cash equivalents	58	45
Cash and cash equivalents at the beginning of the year	95	50
Cash and cash equivalents at the end of the year	153	95
Non cash supplement
Non cash issuance costs	102
(*) Cash acquired in the reverse recapitalization:
Current assets (excluding cash and cash equivalents)	(531)
Current liabilities	38
Reverse recapitalization effect on equity	506
Cash acquired in connection with reverse recapitalization transaction	$ 13

General

General	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
GENERAL	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. 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, 2021, the Company’s accumulated deficit was $2,668, the net loss for the year then ended was $1,625 and the net cash used in operating activities was $1,419. 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. 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 financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	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 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 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 financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. c. 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, accounts payable and accrued expenses, payable to related party and loan approximate their fair value due to the short-term maturity of these instruments. f. Research 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, 2021, and 2020, 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. 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 2021 2020 Numerator: Net loss applicable to common stockholders $ (1,625 ) $ (718 ) Denominator: Number of shares of common stock used in computing basic and diluted net loss per share 11,171,704 9,459,253 Net loss of shares of common, basic and diluted $ (0.15 ) $ (0.07 ) 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 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 financial statements as a result of adopting ASU 2016-02. See note 6a for more details. j. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard is not expected to have a significant impact on the Company’s consolidated financial statements. In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The Company is currently evaluating the impact of adopting this standard

Other Current Assets

Other Current Assets	12 Months Ended
	Dec. 31, 2021
Other Current Assets [Abstract]
OTHER CURRENT ASSETS	NOTE 3:- OTHER CURRENT ASSETS As of December 31, 2021 2020 Receivables from governmental authorities $ 92 $ 27 Prepaid expenses 177 201 $ 269 $ 228

Other Accounts Payable and Accr

Other Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 4:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of December 31, 2021 2020 Account payables $ 107 $ 9 Accrued expenses 165 - $ 272 $ 9

Loan

Loan	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
LOAN	NOTE 5:- LOAN In August 31, 2020, the Company and Raphael signed an investment agreement according to which the Company will raise up to $950 from investors. Under the agreement, the funds which the Company raised were transferred to Raphael for its current activity. The funds transferred to Raphael by the Company were considered as a loan which bears no interest and has no repayment date. Based on the agreement, the loan will become an equity interest once the Share Exchange is complete. As of part of the Share Exchange, the loan was converted into stockholders’ equity without any issuance of shares and recorded as part of the Company’s additional paid in capital

Contingent Liabilities and Comm

Contingent Liabilities and Commitments	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
CONTINGENT LIABILITIES AND COMMITMENTS	NOTE 6:- CONTINGENT LIABILITIES AND COMMITMENTS a. Lease commitments: Starting July 14, 2019, the Company began renting its offices from a third party for a rental monthly fee of approximately $3 per month. The rent period is for a period of one month which renews on a monthly basis. Effective July 14, 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, 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 financial statements as a result of adopting ASU 2016-02. 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 $1.4 million 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, 2021 the Company paid $1,050 (three out of four milestones’ payments). c. Way of Life Cannabis research 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 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. d. Consulting agreement with the Chief Executive Officer In June 2019, the Company entered into an agreement with Sheffa Enterprises Inc, a company wholly owned by the Company’s Chief Executive Officer (“CEO”). According to the terms of the agreement, the CEO will provide consulting services to the Company until December 31, 2022 (“termination date”). The fees for his services will be $10 per month. Furthermore, the Company may terminate the agreement prior to the termination date by providing 120 days’ advance written notice and paying the CEO a termination fee equal to the lesser of $1,000 or the monthly fee agreed, for the remaining term of the agreement. e. Consulting agreement with the Chief Technology Officer In September 2019, the Company entered into an agreement with its Chief Technology Officer (“CTO”). According to the terms of the agreement, the CTO will provide consulting services to the Company that include engaging with an array of science consultants and coordinating collaborations with hospitals on medical cannabis research. The fees for his services will be $9 per month. Furthermore, the CTO will receive 15% of the Company’s net royalties’ from worldwide sales of any of the Company’s cannabis-based medical indications treating COVID-19, once the Company starts generating revenues.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
STOCKOLDERS’ EQUITY	NOTE 7:- STOCKOLDERS’ EQUITY a. Between January and September 2021, the Company raised $578 (net of issuance expenses of $52) and issued 1,632,509 shares of common stock. An amount of $160 was received before the Share Exchange (see Note 1a) and an amount of $470 was received after the Share Exchange. b. On May 14, 2021, the Company, completed a Share Exchange pursuant to which the Company issued 9,459,253 common stock to the shareholders of Raphael, and the shareholders of Raphael became the holders of 90% of the issued and outstanding common stock of the Company while the Company’s shareholders hold, immediately following the Share Exchange, 1,051,028 common stock, which represents 10% of the Company (see also Note 1a). c. In October through December 2021, the Company raised $820 and issued 715,250 shares of common stock and 441,000 warrants to purchase common stock in private placement. The warrants are exercisable at an exercise price of $1.12-$1.25 per share into common stock and expire in November and December 2022. As part of the fund raising, the Company issued 112,500 common stock to certain third parties as a finder fee. As such, an amount of $102 was recorded as non cash issuance costs.

Related Parties Balances and Tr

Related Parties Balances and Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTIES BALANCES AND TRANSACTIONS	NOTE 8:- RELATED PARTIES BALANCES AND TRANSACTIONS A. Balances The following related party payables are included in accounts payable and accrued expenses. As of December 31, 2021 2020 Payables to related party - Officers (*) 22 10 22 10 (*) Relates to Chief Executive Officer’s and Chief Financial Officer’s services B. Transactions Year ended 2021 2020 Consulting services (*) 120 110 Legal fee (**) 75 - 195 110 (*) Including salary expenses to Company’s CEO. For further details on the consulting agreement with Company’s CEO, refer to Note 6d. (**) Including legal services provided to Company’s subsidiary by Company’s Chief Financial Officer with respect to an agreement between the Company and its Chief Financial Officer.

Taxes On Income

Taxes On Income	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
TAXES ON INCOME	NOTE 9:- TAXES ON INCOME a. As of December 31, 2021, the Company had U.S. federal net operating loss carryforwards of approximately $3,912 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. Income tax rates applicable to the Company in 2021 and 2020 was 21%. b. Foreign income tax: 1. Income tax rates: Presented hereunder are the income tax rates relevant to the Company’s Israeli subsidiary 2021 - 23% 2020 - 23% 2. The Company’s Israeli subsidiary have estimated total available carryforward operating tax losses for Israeli income tax purposes of approximately $1,843 as of December 31, 2021. 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: As of December 31, 2021 2020 Deferred tax assets: Net operating loss carry forward $ 5,746 $ 687 Deferred tax asset before valuation allowance 1,243 158 Valuation allowance (1,243 ) (158 ) 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, 2021 and 2020. 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 December 31, 2021 2020 Net loss, as reported in the consolidated statements of comprehensive loss $ 1,625 $ 718 Statutory tax rate 21 % 21 % Computed “expected” tax income 341 151 Valuation allowance (341 ) (151 ) Taxes on income $ - $ -

Selected Statements of Comprehe

Selected Statements of Comprehensive Loss Data	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA	NOTE 10:- SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA a. Research and development expenses: For the Year Ended 2021 2020 Subcontractors and consultants $ 765 $ 455 Laboratory services 11 6 $ 776 $ 461 b. General and administrative expenses: For the Year Ended 2021 2020 Professional services $ 697 $ 94 Consulting services 120 110 Rent and office maintenance 31 32 Others 5 9 $ 853 $ 245 c. Financial expenses, net: For the Year Ended 2021 2020 Bank fees 2 1 Exchange rate differences (6 ) 11 Total financial expenses, net $ (4 ) $ 12

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation	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.
Use of estimate in preparation of financial statements	b. Use of estimate in preparation of 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 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 financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.
Financial statements in United States dollars	c. 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.
Cash and cash equivalents	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.
Fair value measurements	e. Fair value measurements: The carrying values of Company’s financial assets and liabilities, including cash and cash equivalents, other current assets, accounts payable and accrued expenses, payable to related party and loan approximate their fair value due to the short-term maturity of these instruments.
Research and development expenses	f. Research and development expenses: Research and development expenses are charged to the statements of comprehensive loss as incurred.
Income taxes	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, 2021, and 2020, the Company had a full valuation allowance on its deferred tax assets.
Basic and diluted net loss per share	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. 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 2021 2020 Numerator: Net loss applicable to common stockholders $ (1,625 ) $ (718 ) Denominator: Number of shares of common stock used in computing basic and diluted net loss per share 11,171,704 9,459,253 Net loss of shares of common, basic and diluted $ (0.15 ) $ (0.07 )
Leases	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 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 financial statements as a result of adopting ASU 2016-02. See note 6a for more details.
Recently issued accounting pronouncements	j. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 replaces the current incurred loss model guidance with a new method that reflects expected credit losses. Under this guidance, an entity would recognize an allowance for credit losses equal to its estimate of expected credit losses on financial assets measured at amortized cost. In November 2019, the FASB extended the effective date of ASU 2016-13 for smaller reporting companies. As a result, ASU 2016-13 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2022, with early adoption permitted. The standard is not expected to have a significant impact on the Company’s consolidated financial statements. In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The Company is currently evaluating the impact of adopting this standard

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of net loss per share and the weighted average number of shares	For the Year Ended 2021 2020 Numerator: Net loss applicable to common stockholders $ (1,625 ) $ (718 ) Denominator: Number of shares of common stock used in computing basic and diluted net loss per share 11,171,704 9,459,253 Net loss of shares of common, basic and diluted $ (0.15 ) $ (0.07 )

Other Current Assets (Tables)

Other Current Assets (Tables)	12 Months Ended
	Dec. 31, 2021
Other Current Assets [Abstract]
Schedule of other current assets	As of December 31, 2021 2020 Receivables from governmental authorities $ 92 $ 27 Prepaid expenses 177 201 $ 269 $ 228

Other Accounts Payable and Ac_2

Other Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
Schedule of other accounts payable and accrued expenses	As of December 31, 2021 2020 Account payables $ 107 $ 9 Accrued expenses 165 - $ 272 $ 9

Related Parties Balances and _2

Related Parties Balances and Transactions (Tables)	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Schedule of related party balances	As of December 31, 2021 2020 Payables to related party - Officers (*) 22 10 22 10 (*) Relates to Chief Executive Officer’s and Chief Financial Officer’s services
Schedule of related party transactions	Year ended 2021 2020 Consulting services (*) 120 110 Legal fee (**) 75 - 195 110 (*) Including salary expenses to Company’s CEO. For further details on the consulting agreement with Company’s CEO, refer to Note 6d. (**) Including legal services provided to Company’s subsidiary by Company’s Chief Financial Officer with respect to an agreement between the Company and its Chief Financial Officer.

Taxes On Income (Tables)

Taxes On Income (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of presented hereunder are the income tax rates	2021 - 23% 2020 - 23%
Schedule of deferred income taxes	As of December 31, 2021 2020 Deferred tax assets: Net operating loss carry forward $ 5,746 $ 687 Deferred tax asset before valuation allowance 1,243 158 Valuation allowance (1,243 ) (158 ) Net deferred tax asset $ - $ -
Schedule of statutory tax rate	Year ended December 31, 2021 2020 Net loss, as reported in the consolidated statements of comprehensive loss $ 1,625 $ 718 Statutory tax rate 21 % 21 % Computed “expected” tax income 341 151 Valuation allowance (341 ) (151 ) Taxes on income $ - $ -

Selected Statements of Compre_2

Selected Statements of Comprehensive Loss Data (Tables)	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Schedule of research and development expenses	For the Year Ended 2021 2020 Subcontractors and consultants $ 765 $ 455 Laboratory services 11 6 $ 776 $ 461
Schedule of general and administrative expenses	For the Year Ended 2021 2020 Professional services $ 697 $ 94 Consulting services 120 110 Rent and office maintenance 31 32 Others 5 9 $ 853 $ 245
Schedule of financial expenses, net	For the Year Ended 2021 2020 Bank fees 2 1 Exchange rate differences (6 ) 11 Total financial expenses, net $ (4 ) $ 12

General (Details)

General (Details) - USD ($) $ in Thousands	May 14, 2021	Oct. 08, 2020	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Issued and Outstanding Share Capital, Description		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.
Reverse split, description	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.
Common stock issued (in Shares)	9,459,253
Issued and Outstanding Share Capital percentage	90.00%
Share exchange common stock (in Shares)	1,051,028
Common stock percentage	10.00%
Accumulated deficit			$ 2,668
Net loss			(1,625)	$ (718)
Net cash used in operating activities			$ (1,419)	$ (779)

Significant Accounting Polici_3

Significant Accounting Policies (Details) - Schedule of net loss per share and the weighted average number of shares - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss applicable to common stockholders		$ (1,625)	$ (718)
Number of shares of common stock used in computing basic and diluted net loss per share	[1]	11,171,704	9,459,253
Net loss of shares of common, basic and diluted		$ (0.15)	$ (0.07)
[1]	Number of shares has been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the reverse recapitalization transaction and to reflect adjustment to the share par value (refer to Note 1a).

Other Current Assets (Details)

Other Current Assets (Details) - Schedule of other current assets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of other current assets [Abstract]
Receivables from governmental authorities	$ 92	$ 27
Prepaid expenses	177	201
Total other current assets	$ 269	$ 228

Other Accounts Payable and Ac_3

Other Accounts Payable and Accrued Expenses (Details) - Schedule of other accounts payable and accrued expenses - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of other accounts payable and accrued expenses [Abstract]
Account payables	$ 107	$ 9
Accrued expenses	165
Total Account payables and Accrued expenses	$ 272	$ 9

Loan (Details)

Loan (Details) $ in Thousands	Aug. 31, 2020USD ($)
Debt Disclosure [Abstract]
Investments from investors	$ 950

Contingent Liabilities and Co_2

Contingent Liabilities and Commitments (Details) - USD ($) $ in Thousands	Jul. 14, 2019	Oct. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2021
Contingent Liabilities and Commitments (Details) [Line Items]
Rental monthly fee	$ 3
Company paid milestone payments					$ 1,050
Issued and outstanding share capital percentage		3.00%
Cash payment		$ 100
Royalty, percentage		15.00%
Service fees			$ 9
Company's net royalties percentage			15.00%
Chief Executive Officer [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Service fees per month				$ 10
Monthly fee				$ 1,000
Rambam Research Agreement [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Company paid milestone payments					$ 1,400
Net sales percentage					6.00%

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	May 14, 2021	Sep. 30, 2021	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Common shares raised		$ 578	$ 820
Net of issuance expenses		$ 52
Common shares issued	9,459,253	1,632,509
Received before the share exchange		$ 160
Received after the share exchange		$ 470
Issued and outstanding share capital percentage	90.00%
Shares exchange common stock	1,051,028
Common stock percentage	10.00%
Shares issued			715,250
Warrants purchase			441,000
Exercise price, decrease			$ 1.12
Exercise price, increase			$ 1.25
Common stock, shares issued			112,500
Amount			$ 102

Related Parties Balances and _3

Related Parties Balances and Transactions (Details) - Schedule of related party balances - USD ($) $ in Thousands		Dec. 31, 2021	Dec. 31, 2020
Schedule of related party balances [Abstract]
Payables to related party - Officers	[1]	$ 22	$ 10
Total Payables to related party		$ 22	$ 10
[1]	Relates to Chief Executive Officer’s and Chief Financial Officer’s services

Related Parties Balances and _4

Related Parties Balances and Transactions (Details) - Schedule of related party transactions - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Schedule of related party transactions [Abstract]
Consulting services	[1]	$ 120	$ 110
Legal fee	[2]	75
Total related party transactions		$ 195	$ 110
[1]	Including salary expenses to Company’s CEO. For further details on the consulting agreement with Company’s CEO, refer to Note 6d.
[2]	Including legal services provided to Company’s subsidiary by Company’s Chief Financial Officer with respect to an agreement between the Company and its Chief Financial Officer.

Taxes On Income (Details)

Taxes On Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Taxes On Income (Details) [Line Items]
Operating loss carryforwards (in Dollars)	$ 3,912
Taxable income	80.00%
Income tax rates	21.00%	21.00%
Operating tax losses (in Dollars)	$ 1,843
Ownership [Member]
Taxes On Income (Details) [Line Items]
Interest	50.00%

Taxes On Income (Details) - Sch

Taxes On Income (Details) - Schedule of presented hereunder are the income tax rates	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Israeli [Member]
Taxes On Income (Details) - Schedule of presented hereunder are the income tax rates [Line Items]
Income tax rates	23.00%	23.00%

Taxes On Income (Details) - S_2

Taxes On Income (Details) - Schedule of deferred income taxes - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of deferred income taxes [Abstract]
Net operating loss carry forward	$ 5,746	$ 687
Deferred tax asset before valuation allowance	1,243	158
Valuation allowance	(1,243)	(158)
Net deferred tax asset

Taxes On Income (Details) - S_3

Taxes On Income (Details) - Schedule of statutory tax rate - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of statutory tax rate [Abstract]
Net loss, as reported in the consolidated statements of comprehensive loss	$ 1,625	$ 718
Statutory tax rate	21.00%	21.00%
Computed “expected” tax income	$ 341	$ 151
Valuation allowance	(341)	(151)
Taxes on income

Selected Statements of Compre_3

Selected Statements of Comprehensive Loss Data (Details) - Schedule of research and development expenses - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of research and development expenses [Abstract]
Subcontractors and consultants	$ 765	$ 455
Laboratory services	11	6
Total Research and development expenses	$ 776	$ 461

Selected Statements of Compre_4

Selected Statements of Comprehensive Loss Data (Details) - Schedule of general and administrative expenses - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of general and administrative expenses [Abstract]
Professional services	$ 697	$ 94
Consulting services	120	110
Rent and office maintenance	31	32
Others	5	9
Total General and administrative expenses	$ 853	$ 245

Selected Statements of Compre_5

Selected Statements of Comprehensive Loss Data (Details) - Schedule of financial expenses, net - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of financial expenses, net [Abstract]
Bank fees	$ 2	$ 1
Exchange rate differences	(6)	11
Total financial expenses, net	$ (4)	$ 12