Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Raphael Pharmaceutical Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 13,290,540 | |
Amendment Flag | false | |
Entity Central Index Key | 0001415397 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly 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 Street | |
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 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 81 | $ 153 |
Other current assets | 99 | 269 |
Total current assets | 180 | 422 |
Total assets | 180 | 422 |
Current liabilities: | ||
Other account payables and accrued expenses | 76 | 272 |
Payable to related party | 1 | 22 |
Total current liabilities | 77 | 294 |
Stockholders’ equity: | ||
Issued and outstanding: 13,290,540 and 12,970,540 at March 31, 2022 and December 31, 2021, respectively; | 133 | 130 |
Additional paid-in capital | 2,823 | 2,665 |
Accumulated deficit | (2,853) | (2,667) |
Total stockholders’ equity | 103 | 128 |
Total liabilities and stockholders’ equity | $ 180 | $ 422 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 13,290,540 | 12,970,540 |
Common stock, shares outstanding | 13,290,540 | 12,970,540 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement [Abstract] | |||
Research and development expenses | $ 86 | $ 169 | |
General and administrative expenses | 89 | 83 | |
Operating loss | 175 | 252 | |
Total financial expense | 10 | 3 | |
Net loss | $ 185 | $ 255 | |
Basic and diluted net loss per share (in Dollars per share) | $ 0.01 | $ 0.02 | |
Weighted average number of shares of common stock used in computing basic and diluted net loss per share (in Shares) | [1] | 13,035,371 | 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). |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common shares | Additional paid-in capital | Accumulated deficit | Total | |
Balance at Dec. 31, 2020 | [1] | $ 95 | $ 905 | $ (1,043) | $ (43) |
Balance (in Shares) at Dec. 31, 2020 | [1] | 9,459,253 | |||
Net loss | (255) | (255) | |||
Balance at Mar. 31, 2021 | [1] | $ 95 | 905 | (1,298) | (298) |
Balance (in Shares) at Mar. 31, 2021 | [1] | 9,459,253 | |||
Balance at Dec. 31, 2021 | $ 130 | 2,666 | (2,668) | 128 | |
Balance (in Shares) at Dec. 31, 2021 | 12,970,540 | ||||
Issuance of common stock and warrants | $ 3 | 157 | 160 | ||
Issuance of common stock and warrants (in Shares) | 320,000 | ||||
Net loss | (185) | (185) | |||
Balance at Mar. 31, 2022 | $ 133 | $ 2,823 | $ (2,853) | $ 103 | |
Balance (in Shares) at Mar. 31, 2022 | 13,290,540 | ||||
[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). |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (185) | $ (255) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Other current assets | 170 | 99 |
Account payables | (67) | 27 |
Net cash used in operating activities | (82) | (129) |
Cash flows from investing activities | ||
Purchase of plant and equipment | ||
Net cash provided by investing activities | ||
Cash flows from financing activities | ||
Issuance of common stock and warrants | 10 | |
Receipt of a loan | 44 | |
Net cash provided by financing activities | 10 | 44 |
Change in cash and cash equivalents | (72) | (85) |
Cash and cash equivalents at the beginning of the period | 153 | 95 |
Cash and cash equivalents at the end of the period | 81 | $ 10 |
Non cash supplement | ||
Issuance of common stock and warrants | $ 150 |
General
General | 3 Months Ended |
Mar. 31, 2022 | |
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 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 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 March 31, 2022, the Company's accumulated deficit was $2,853. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES These unaudited interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2021. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2021, are applied consistently in these interim financial statements. |
Unaudited Interim Financial Sta
Unaudited Interim Financial Statements | 3 Months Ended |
Mar. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
UNAUDITED INTERIM FINANCIAL STATEMENTS | NOTE 3:- UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 4:- SHAREHOLDERS’ 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 5:- SUBSEQUENT EVENTS a. 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.The funds were received in May 2022. b. 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. c. 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. The funds were received in May 2022. 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 $250 if the Company’s stock will be publicly traded on the OTC market prior to August 15, 2022. The additional warrants once issued will be exercisable for 2 years. |
General (Details)
General (Details) - USD ($) $ in Thousands | May 14, 2021 | Oct. 08, 2020 | Mar. 31, 2022 |
Accounting Policies [Abstract] | |||
Issued and Outstanding Share Capital, Description | 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. | ||
Split combined each shares | 100 | ||
Common stock issued | 9,459,253 | ||
Issued and Outstanding Share Capital percentage | 90.00% | ||
Share exchange common stock | 1,051,028 | ||
Common stock percentage | 10.00% | ||
Accumulated deficit (in Dollars) | $ 2,853 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Common Stock [Member] - USD ($) | Mar. 15, 2022 | Mar. 02, 2022 |
Shareholders' Equity (Details) [Line Items] | ||
Company raised amount (in Dollars) | $ 10 | |
Common stock share issued | 270,000 | 50,000 |
Warrants purchase | 180,000 | 30,000 |
Exercise price per share (in Dollars per share) | $ 1.13 | $ 1.25 |
Company’s service provider consideration of past services (in Dollars) | $ 150 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | May 02, 2022 | Apr. 28, 2022 |
Subsequent Events (Details) [Line Items] | ||
Company signed agreement (in Dollars) | $ 50,000 | |
Shares issued | 250,000 | 300,000 |
Purchase warrants | 100,000 | 100,000 |
Exercise price per share (in Dollars per share) | $ 1.13 | $ 0.7 |
Finder fee agreement, description | 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. | |
Equity investment (in Dollars) | $ 550,000 | |
Several agreements (in Dollars) | $ 250 | |
Exercisable warrants | 2 years | |
Warrants [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Shares issued | 250,000 | |
Purchase warrants | 100,000 | |
Exercise price per share (in Dollars per share) | $ 1.13 | |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Investor consideration (in Dollars) | $ 250 |