Raphael Pharmaceutical (RAPH) S-1 13 Sep 24 IPO registration Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Jun. 30, 2024
Document Information Line Items
Entity Registrant Name	Raphael Pharmaceutical Inc.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001415397
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	NV

Condensed Consolidated Interim

Condensed Consolidated Interim Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 120	$ 230	$ 288
Other current assets	6	107	43
Total current assets	126	337	331
Non-Current assets:
Fixed assets, net	2	2	2
Total assets	128	339	333
Current liabilities:
Other account payables and accrued expenses	392	34	224
Payable to related party	26	38	3
Total current liabilities	418	72	227
Stockholders’ equity (deficit):
Common stock, Value	187	185	157
Additional paid-in capital	7,631	7,392	5,975
Accumulated deficit	(8,108)	(7,310)	(6,026)
Total stockholders’ equity (deficit)	(290)	(267)	106
Total liabilities and stockholders’ equity (deficit)	128	339	$ 333
Previously Reported [Member]
Stockholders’ equity (deficit):
Total stockholders’ equity (deficit)	$ (290)	$ 267

Condensed Consolidated Interi_2

Condensed Consolidated Interim Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	21,020,560	21,020,560
Common stock, shares issued	18,701,418	18,502,918	15,624,040
Common stock, shares outstanding	18,701,418	18,502,918	15,624,040

Condensed Consolidated Interi_3

Condensed Consolidated Interim Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Research and development expenses	$ 24	$ 293	$ 403	$ 407	$ 569	$ 1,178
General and administrative expenses	225	126	393	270	703	2,139
Operating loss	249	419	796	677	1,272	3,317
Total financial expense	(1)	(2)	2	4	12	41
Net loss	$ 248	$ 417	$ 798	$ 681	$ 1,284	$ 3,358
Basic net loss per share (in Dollars per share)	$ 0.01	$ 0.03	$ 0.04	$ 0.04	$ 0.07	$ 0.23
Weighted average number of shares of common stock used in computing basic net loss per share (in Shares)	18,676,084	16,109,514	18,646,401	16,037,214	16,716,905	14,341,518

Condensed Consolidated Interi_4

Condensed Consolidated Interim Statements of Comprehensive Loss (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Diluted net loss per share (in Dollars per share)	$ 0.01	$ 0.03	$ 0.04	$ 0.04	$ 0.07	$ 0.23
Weighted average number of shares of common stock used in computing diluted net loss per share (in Shares)	18,676,084	16,109,514	18,646,401	16,037,214	16,716,905	14,341,518

Condensed Consolidated Interi_5

Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common stock Previously Reported [Member]	Common stock		Additional paid-in capital Previously Reported [Member]	Additional paid-in capital	Accumulated deficit Previously Reported [Member]	Accumulated deficit	Previously Reported [Member]	Total
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		$ 8			885				893
Issuance of common stock and warrants (in Shares)		831,000
Issuance of common stock in exchange for services		$ 19			2,424				2,443
Issuance of common stock in exchange for services (in Shares)		1,822,500
Net loss							(3,358)		(3,358)
Balance at Dec. 31, 2022		$ 157			5,975		(6,026)		$ 106
Balance (in Shares) at Dec. 31, 2022		15,624,040							15,624,040
Issuance of common stock and warrants		$ 3			146				$ 149
Issuance of common stock and warrants (in Shares)		378,750
Net loss							(264)		(264)
Balance at Mar. 31, 2023		$ 160			6,121		(6,290)		(9)
Balance (in Shares) at Mar. 31, 2023		16,002,790
Balance at Dec. 31, 2022		$ 157			5,975		(6,026)		$ 106
Balance (in Shares) at Dec. 31, 2022		15,624,040							15,624,040
Net loss									$ (681)
Balance at Jun. 30, 2023		$ 164			6,482		(6,707)		(61)
Balance (in Shares) at Jun. 30, 2023		16,368,168
Balance at Dec. 31, 2022		$ 157			5,975		(6,026)		$ 106
Balance (in Shares) at Dec. 31, 2022		15,624,040							15,624,040
Issuance of common stock and warrants		$ 26			1,219				$ 1,245
Issuance of common stock and warrants (in Shares)		2,677,878
Issuance of common stock in exchange for services		$ 2			198				200
Issuance of common stock in exchange for services (in Shares)		201,000
Net loss							(1,284)		(1,284)
Balance at Dec. 31, 2023	$ 185	$ 185		$ 7,392	7,392	$ (7,310)	(7,310)	$ 267	$ (267)
Balance (in Shares) at Dec. 31, 2023	18,502,918	18,502,918							18,502,918
Balance at Mar. 31, 2023		$ 160			6,121		(6,290)		$ (9)
Balance (in Shares) at Mar. 31, 2023		16,002,790
Issuance of common stock and warrants		$ 2			163				165
Issuance of common stock and warrants (in Shares)		164,378
Issuance of common stock in exchange for services		$ 2			198				200
Issuance of common stock in exchange for services (in Shares)		201,000
Net loss							(417)		(417)
Balance at Jun. 30, 2023		$ 164			6,482		(6,707)		(61)
Balance (in Shares) at Jun. 30, 2023		16,368,168
Balance at Dec. 31, 2023	$ 185	$ 185		7,392	7,392	(7,310)	(7,310)	267	$ (267)
Balance (in Shares) at Dec. 31, 2023	18,502,918	18,502,918							18,502,918
Issuance of common stock and warrants	$ 2			178				180
Issuance of common stock and warrants (in Shares)	158,500
Net loss						(550)		(550)
Balance at Mar. 31, 2024	$ 187			7,570		(7,860)		(103)
Balance (in Shares) at Mar. 31, 2024	18,661,418
Balance at Dec. 31, 2023	$ 185	$ 185		7,392	7,392	(7,310)	(7,310)	267	$ (267)
Balance (in Shares) at Dec. 31, 2023	18,502,918	18,502,918							18,502,918
Net loss									$ (798)
Balance at Jun. 30, 2024		$ 187			7,631		(8,108)	(290)	$ (290)
Balance (in Shares) at Jun. 30, 2024		18,701,418							18,701,418
Balance at Mar. 31, 2024	$ 187			$ 7,570		$ (7,860)		(103)
Balance (in Shares) at Mar. 31, 2024	18,661,418
Issuance of common stock in exchange for services			[1]		61				$ 61
Issuance of common stock in exchange for services (in Shares)		40,000
Net loss							(248)		(248)
Balance at Jun. 30, 2024		$ 187			$ 7,631		$ (8,108)	$ (290)	$ (290)
Balance (in Shares) at Jun. 30, 2024		18,701,418							18,701,418
[1]Less than 1 thousand.

Condensed Consolidated Interi_6

Condensed Consolidated Interim Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended			12 Months Ended
	Jun. 30, 2024		Jun. 30, 2023	Dec. 31, 2023		Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (798)		$ (681)	$ (1,284)		$ (3,358)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based payment in exchange for services	61		200	200		2,290
Depreciation		[1]	1		[1]
Changes in:
Other current assets	1		36	36		226
Account payables and related party	346		(170)
Related parties				35		(19)
Other accounts payables and accrued expenses				(190)		102
Net cash used in operating activities	(390)		(614)	(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		896
Issuance of common stock and warrants	280		314
Advance payment on account of shares			123
Net cash provided by financing activities	280		437	1,145		896
Change in cash and cash equivalents	(110)		(177)	(58)		135
Cash and cash equivalents at the beginning of the period	230		288	288		153
Cash and cash equivalents at the end of the period	$ 120		$ 111	230		288
Non cash supplement
Issuance of shares for past services (Note 6v)				200
Issuance of shares for past services						150
Non cash issuance costs						70
Exercise of warrants (Note 6bb)				$ 100
[1]less than 1 thousand

General

General	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
General [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 held, 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 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 June 30, 2024, the Company’s accumulated deficit was $8,108. 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.	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. 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.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Significant 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, 2023. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2023, are applied consistently in these interim financial statements.	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. 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. 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, 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. 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.

Other Current Assets

Other Current Assets	12 Months Ended
	Dec. 31, 2023
Other Current Assets [Abstract]
OTHER CURRENT ASSETS	NOTE 3:- OTHER CURRENT ASSETS As of December 31, 2023 2022 Receivables on account of shares $ 100 $ - Receivables from governmental authorities 7 38 Prepaid expenses - 5 $ 107 $ 43

Other Accounts Payable and Accr

Other Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2023
Other Accounts Payable and Accrued Expenses [Abstract]
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 4:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of December 31, 2023 2022 Account payables $ 9 $ 72 Accrued expenses 25 152 $ 34 $ 224

Contingent Liabilities and Comm

Contingent Liabilities and Commitments	12 Months Ended
	Dec. 31, 2023
Contingent Liabilities and Commitments [Abstract]
CONTINGENT LIABILITIES AND COMMITMENTS	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. 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. 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.

Shareholders_ Equity

Shareholders’ Equity	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Shareholders’ Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 4:- SHAREHOLDERS’ EQUITY a. 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. b. 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. c. In January 2024, the Company received $50 from certain shareholder as part of shareholders’ warrants exercise which occurred in December 2023. d. In May 2024, the Company issued 40,000 shares in connection with service agreement with certain service provider. e. On June 26, 2024, the Company increased the number of authorized shares of common stock, $0.01 par value per share, from 21,020,560 shares to 50,000,000 shares.	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. 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. 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. 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.

Related Parties Balances and Tr

Related Parties Balances and Transactions	12 Months Ended
	Dec. 31, 2023
Related Parties Balances and Transactions [Abstrract]
RELATED PARTIES BALANCES AND TRANSACTIONS	NOTE 7:- RELATED PARTIES BALANCES AND TRANSACTIONS A. Balances The following related party payables are included in accounts payable and accrued expenses. As of December 31, 2023 2022 Payables to related party - Officers (*) 38 3 38 3 (*) Relates to Chief Executive Officer’s and Chief Financial Officer’s services B. Transactions Year ended 2023 2022 Consulting services (*) 244 113 CFO fee (**) 144 72 CTO fee - 105 Directors’ fee - 17 Shares based compensation (***) - 2,090 388 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 6k.

Taxes on Income

Taxes on Income	12 Months Ended
	Dec. 31, 2023
Taxes on Income [Abstract]
TAXES ON INCOME	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: As of December 31, 2023 2022 Deferred tax assets: Net operating loss carry forward $ 5,765 $ 3,200 Deferred tax asset before valuation allowance 1,275 727 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. 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 21 % 21 % Computed “expected” tax income 270 705 Valuation allowance (270 ) (705 ) Taxes on income $ - $ -

Selected Statements of Comprehe

Selected Statements of Comprehensive Loss Data	12 Months Ended
	Dec. 31, 2023
Selected Statements of Comprehensive Loss Data [Abstract]
SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA	NOTE 9:- SELECTED STATEMENTS OF COMPREHENSIVE LOSS DATA a. Research and development expenses: For the Year Ended 2023 2022 Subcontractors and consultants $ 1,530 $ 551 Share based compensation - 600 Laboratory services 39 27 $ 1,569 $ 1,178 b. General and administrative expenses: For the Year Ended 2023 2022 Professional services $ 441 $ 289 Share based compensation - 1,690 Consulting services 255 113 Rent and office maintenance 6 9 Others 1 38 $ 703 $ 2,139 c. Financial expenses, net: For the Year Ended 2023 2022 Bank fees $ 3 $ 3 Exchange rate differences 9 38 Total financial expenses, net $ 12 $ 41

Subsequent Events

Subsequent Events	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 5:- SUBSEQUENT EVENTS In April 2024, the Company announced a significant development in its clinical trial program. Leveraging the insights gleaned from pre-clinical experiments conducted at Rambam Health Care Campus, the Company has commenced a proof of concept clinical study in the USA.	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.

Unaudited Interim Financial Sta

Unaudited Interim Financial Statements	6 Months Ended
	Jun. 30, 2024
Unaudited Interim Financial Statements [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, 2023. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Significant 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 the consolidated financial statements	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.
Consolidated financial statements in United States dollars	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.
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, related parties, accounts payable and accrued expenses 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, 2023, and 2022, 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 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 )
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 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.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Schedule of Net Loss Per Share and the Weighted Average Number of Shares	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 )

Other Current Assets (Tables)

Other Current Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Other Current Assets [Abstract]
Schedule of Other Current Assets	As of December 31, 2023 2022 Receivables on account of shares $ 100 $ - Receivables from governmental authorities 7 38 Prepaid expenses - 5 $ 107 $ 43

Other Accounts Payable and Ac_2

Other Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2023
Other Accounts Payable and Accrued Expenses [Abstract]
Schedule of Other Accounts Payable and Accrued Expenses	As of December 31, 2023 2022 Account payables $ 9 $ 72 Accrued expenses 25 152 $ 34 $ 224

Related Parties Balances and _2

Related Parties Balances and Transactions (Tables)	12 Months Ended
	Dec. 31, 2023
Related Parties Balances and Transactions [Abstrract]
Schedule of Related Party Payables Included in Accounts Payable and Accrued Expenses	The following related party payables are included in accounts payable and accrued expenses. As of December 31, 2023 2022 Payables to related party - Officers (*) 38 3 38 3 (*) Relates to Chief Executive Officer’s and Chief Financial Officer’s services
Schedule of Related Party Transactions	Transactions Year ended 2023 2022 Consulting services (*) 244 113 CFO fee (**) 144 72 CTO fee - 105 Directors’ fee - 17 Shares based compensation (***) - 2,090 388 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 6k.

Taxes on Income (Tables)

Taxes on Income (Tables)	12 Months Ended
	Dec. 31, 2023
Taxes on Income [Abstract]
Schedule of Income Tax Rate	Presented hereunder are the income tax rates relevant to the Company’s Israeli subsidiary 2022 - 23% 2023 - 23%
Schedule of 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, 2023 2022 Deferred tax assets: Net operating loss carry forward $ 5,765 $ 3,200 Deferred tax asset before valuation allowance 1,275 727 Valuation allowance (1,275 ) (727 ) Net deferred tax asset $ - $ -
Schedule of Reconciling Item Between the Statutory Tax Rate of the Company and the Effective Tax Rate	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 21 % 21 % Computed “expected” tax income 270 705 Valuation allowance (270 ) (705 ) Taxes on income $ - $ -

Selected Statements of Compre_2

Selected Statements of Comprehensive Loss Data (Tables)	12 Months Ended
	Dec. 31, 2023
Selected Statements of Comprehensive Loss Data [Abstract]
Schedule of Selected Statements of Comprehensive Loss Data	Research and development expenses: For the Year Ended 2023 2022 Subcontractors and consultants $ 1,530 $ 551 Share based compensation - 600 Laboratory services 39 27 $ 1,569 $ 1,178 General and administrative expenses: For the Year Ended 2023 2022 Professional services $ 441 $ 289 Share based compensation - 1,690 Consulting services 255 113 Rent and office maintenance 6 9 Others 1 38 $ 703 $ 2,139 Financial expenses, net: For the Year Ended 2023 2022 Bank fees $ 3 $ 3 Exchange rate differences 9 38 Total financial expenses, net $ 12 $ 41

General (Details)

General (Details) - USD ($) $ in Thousands			3 Months Ended			6 Months Ended		12 Months Ended
	May 14, 2021	Oct. 08, 2020	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
General (Details) [Line Items]
Common stock percentage	10%	10%
Common stock, shares issued (in Shares)			18,701,418			18,701,418		18,502,918	15,624,040
Shares issued (in Shares)	9,459,253
Percentage of common stock shares issued	90%	90%
Percentage of common stock shares outstanding	90%	90%
Share exchange common stock (in Shares)	1,051,028
Accumulated deficit (in Dollars)								$ 7,310
Net loss (in Dollars)			$ (248)	$ (417)	$ (264)	$ (798)	$ (681)	(1,284)	$ (3,358)
Net cash used in operating activities (in Dollars)								$ 1,203
Reverse split combined						The reverse split combined each one hundred (100) shares of the Company’s issued and outstanding common stock into one share of common stock.		The reverse split combined each one hundred (100) shares of the Company’s issued and outstanding Common stock into one share of common stock.
Common stock, shares outstanding (in Shares)			18,701,418			18,701,418		18,502,918	15,624,040
Exchange shares of common stock (in Shares)	1,051,028
Accumulated deficit (in Dollars)			$ (8,108)			$ (8,108)		$ (7,310)	$ (6,026)
Common Stock [Member]
General (Details) [Line Items]
Common stock, shares issued (in Shares)	1
Net loss (in Dollars)
Common stock, shares outstanding (in Shares)	1		18,701,418	16,368,168	16,002,790	18,701,418	16,368,168	18,502,918	15,624,040	12,970,540
Exchange shares of common stock (in Shares)	9,459,253

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	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss applicable to common stockholders					$ (1,284)	$ (3,358)
Denominator:
Number of shares of common stock used in computing basic net loss per share	18,676,084	16,109,514	18,646,401	16,037,214	16,716,905	14,341,518
Net loss of shares of common, basic	$ (0.01)	$ (0.03)	$ (0.04)	$ (0.04)	$ (0.07)	$ (0.23)

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Net Loss Per Share and the Weighted Average Number of Shares (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Net Loss Per Share and the Weighted Average Number of Shares [Abstract]
Number of shares of common stock used in computing diluted net loss per share	18,676,084	16,109,514	18,646,401	16,037,214	16,716,905	14,341,518
Net loss of shares of common, diluted	$ (0.01)	$ (0.03)	$ (0.04)	$ (0.04)	$ (0.07)	$ (0.23)

Other Current Assets (Details)

Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Other Current Assets [Abstarct]
Receivables on account of shares		$ 100
Receivables from governmental authorities		7	38
Prepaid expenses			5
Total other current assets	$ 6	$ 107	$ 43

Other Accounts Payable and Ac_3

Other Accounts Payable and Accrued Expenses (Details) - Schedule of Other Accounts Payable and Accrued Expenses - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Other Accounts Payable and Accrued Expenses [Abstract]
Account payables		$ 9	$ 72
Accrued expenses		25	152
Total accounts payable and accrued expenses	$ 392	$ 34	$ 224

Contingent Liabilities and Co_2

Contingent Liabilities and Commitments (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		12 Months Ended
	Feb. 01, 2022	Jan. 31, 2023	Jun. 30, 2019	Dec. 31, 2023
Contingent Liabilities and Commitments (Details) [Line Items]
Rental monthly fee	$ 1
Company paid milestone payments				$ 1,400
Net sales percentage				6%
Milestone payments				$ 120
Total cost description				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).
Share capital percentage				3%
Cash payment				$ 100
Fee percentage				15%
Services fee		$ 20	$ 10
Exercise price (in Dollars per share)				$ 1.12
Termination fee				$ 360
Compensation amount		$ 6		$ 12
Granted shares (in Shares)				1,000,000
Warrants share (in Shares)				1,000,000
Chief Executive Officer [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Warrants granted (in Shares)				1,000,000
Chief Financial Officer [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Termination fee				$ 120
Common Stock [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Exercise price (in Dollars per share)				$ 1
Rambam research agreement [Member]
Contingent Liabilities and Commitments (Details) [Line Items]
Milestone payments				$ 1,400

Shareholders_ Equity (Details)

Shareholders’ Equity (Details) - USD ($)																1 Months Ended							3 Months Ended			4 Months Ended	6 Months Ended	12 Months Ended
	May 31, 2023	Jan. 08, 2023	Dec. 31, 2022	Dec. 30, 2022	Nov. 04, 2022	Oct. 26, 2022	Oct. 21, 2022	Sep. 08, 2022	Jul. 27, 2022	Jun. 30, 2022	Jun. 27, 2022	May 02, 2022	Apr. 28, 2022	Mar. 15, 2022	Mar. 02, 2022	May 31, 2024	Jan. 31, 2024	Nov. 30, 2023	Sep. 30, 2023	Jun. 30, 2023	May 31, 2023	Jan. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Jun. 26, 2024
Stockolders’ Equity [Line Items]
Company raised amount (in Dollars)		$ 250,000	$ 20,000	$ 7,500	$ 100,000		$ 50,000				$ 50,000								$ 50,000			$ 117				$ 190,000
Common stock shares isuued					80,000	90,000	50,000	102,000	100,500	280,000	35,000	250,000	70,000					200,500	100,000	164,378		255,750	100,000	164,378		164,378
Warrants purchase		100,000		18,000	20,000		50,000			105,000		100,000	100,000									100,000							47,250
Exercise price per share (in Dollars per share)			$ 1.25		$ 1.5		$ 1.4			$ 1.12		$ 1.13	$ 0.5																$ 1.25
Consideration of additional (in Dollars)												$ 250,000
Equity investment (in Dollars)													$ 550,000
Issuance cost (in Dollars)								$ 100,000	$ 100,000	$ 290,000			70,000							$ 200,000
Warrant term												2 years
Common stock purchase																												2,307,000
Warrants exercise						90,000
Consideration amount (in Dollars)						$ 100,000
Exercise price per share (in Dollars per share)		$ 1.13		$ 1.25
Investment (in Dollars)																						$ 250,000
Common stock received																						117,000
Investor transferred amount (in Dollars)																		$ 113,000	$ 180,000		$ 123,000
Warrants service received (in Dollars)	$ 123,000																						$ 480,000
Common stock, value (in Dollars)																			$ 180,000				$ 180,000					$ 100,000
Investors, transferred amount (in Dollars)																	$ 100,000
Number of shares issued by investors																	58,500
Shares of common stock																40,000
Received from shareholders (in Dollars)																											$ 50,000
Common stock par value (in Dollars per share)			$ 0.01																								$ 0.01	$ 0.01	$ 0.01
Number of authorized shares			21,020,560																								50,000,000	21,020,560	21,020,560
Warrant [Member]
Stockolders’ Equity [Line Items]
Common stock shares isuued				6,000															180,000			117,000	180,000					200,000
Warrants [Member]
Stockolders’ Equity [Line Items]
Common stock purchase																	100,000
Exercise price per share (in Dollars per share)																	$ 1
Class of warrant or rights date from which warrants or right exercisable, description																											The warrants are exercisable until December 31, 2024
Life Cannabis Ltd [Member]
Stockolders’ Equity [Line Items]
Common stock shares isuued																				201,000				201,000		201,000
Common Stock [Member]
Stockolders’ Equity [Line Items]
Company raised amount (in Dollars)													$ 50,000		$ 10,000
Common stock shares isuued			15,750					56,000	1,000,000				300,000	270,000	50,000														15,750
Warrants purchase													100,000	180,000	30,000
Exercise price per share (in Dollars per share)													$ 0.7	$ 1.13	$ 1.25
Consideration of additional (in Dollars)														$ 150,000
Total consideration for purchase (in Dollars)								$ 63,000
Investors, transferred amount (in Dollars)																	$ 80,000
Shares of common stock																	100,000							164,378	378,750			2,677,878	831,000
Common stock par value (in Dollars per share)																														$ 0.01
Common Stock [Member] | Warrant [Member]
Stockolders’ Equity [Line Items]
Common stock shares isuued																			1,454,250				1,454,250
Common Stock [Member] | Minimum [Member]
Stockolders’ Equity [Line Items]
Number of authorized shares																														21,020,560
Common Stock [Member] | Maximum [Member]
Stockolders’ Equity [Line Items]
Number of authorized shares																														50,000,000
Investors [Member]
Stockolders’ Equity [Line Items]
Company raised amount (in Dollars)												$ 250,000																	$ 200,000
Common stock shares isuued			160,000									250,000																	160,000
Warrants purchase												100,000																	40,000
Exercise price per share (in Dollars per share)			$ 1.5									$ 1.13																	$ 1.5
Chief Financial Officer [Member]
Stockolders’ Equity [Line Items]
Common stock purchase									1,000,000
Executive Officers [Member]
Stockolders’ Equity [Line Items]
Issuance cost (in Dollars)									$ 1,800,000
Common stock purchase									2,201,000
Common Stock [Member]
Stockolders’ Equity [Line Items]
Common stock shares isuued		250,000

Related Parties Balances and _3

Related Parties Balances and Transactions (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Related Parties Balances and Transactions [Line Items]
Compensation expenses	$ 250
Current compensation value	500
Share based value	290
CEO [Member]
Related Parties Balances and Transactions [Line Items]
Compensation expenses	1,000
CFO [Member]
Related Parties Balances and Transactions [Line Items]
Current compensation value	$ 50

Related Parties Balances and _4

Related Parties Balances and Transactions (Details) - Schedule of Related Party Payables Included in Accounts Payable and Accrued Expenses - Related Party [Member] - USD ($) $ in Thousands		Dec. 31, 2023	Dec. 31, 2022
Related Parties Balances and Transactions (Details) - Schedule of Related Party Payables Included in Accounts Payable and Accrued Expenses [Line Items]
Payables to related party - Officers	[1]	$ 38	$ 3
Total Payables to related party		$ 38	$ 3
[1]Relates to Chief Executive Officer’s and Chief Financial Officer’s services

Related Parties Balances and _5

Related Parties Balances and Transactions (Details) - Schedule of Related Party Transactions - Related Party [Member] - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Consulting services	[1]	$ 244	$ 113
CFO fee	[2]	144	72
CTO fee			105
Directors’ fee			17
Shares based compensation	[3]		2,090
Total related party transactions		$ 388	$ 2,397
[1] 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 6k.

Taxes on Income (Details)

Taxes on Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Taxes on Income [Line Items
Income tax rates	21%	21%
Net operating loss carryforwards (in Dollars)	$ 2,525
Taxable income	80%
Israeli [Member]
Taxes on Income [Line Items
Net operating loss carryforwards (in Dollars)	$ 3,240
Ownership [Member]
Taxes on Income [Line Items
Ownership interest	50%

Taxes on Income (Details) - Sch

Taxes on Income (Details) - Schedule of Income Tax Rate	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Israeli [Member]
Taxes on Income (Details) - Schedule of Income Tax Rate [Line Items]
Income tax rates	23%	23%

Taxes on Income (Details) - S_2

Taxes on Income (Details) - Schedule of Deferred Income Taxes - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carry forward	$ 5,765	$ 3,200
Deferred tax asset before valuation allowance	1,275	727
Valuation allowance	(1,275)	(727)
Net deferred tax asset

Taxes on Income (Details) - S_3

Taxes on Income (Details) - Schedule of Reconciling Item Between the Statutory Tax Rate of the Company and the Effective Tax Rate - USD ($) $ in Thousands	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconciling Item Between the Statutory Tax Rate of the Company and the Effective Tax Rate [Abstract]
Net loss, as reported in the consolidated statements of comprehensive loss	$ 248	$ 417	$ 264	$ 798	$ 681	$ 1,284	$ 3,358
Statutory tax rate						21%	21%
Computed “expected” tax income						$ 270	$ 705
Valuation allowance						(270)	(705)
Taxes on income

Selected Statements of Compre_3

Selected Statements of Comprehensive Loss Data (Details) - Schedule of Selected Statements of Comprehensive Loss Data - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Condensed Income Statements, Captions [Line Items]
Total general and administrative expenses	$ 225	$ 126	$ 393	$ 270	$ 703	$ 2,139
Total financial expenses, net	$ (1)	$ (2)	$ 2	$ 4	12	41
Total Research and Development Expense					1,569	1,178
Research and Development Expense [Member]
Condensed Income Statements, Captions [Line Items]
Subcontractors and consultants					1,530	551
Share based compensation						600
Laboratory services					39	27
General and Administrative Expense [Member]
Condensed Income Statements, Captions [Line Items]
Share based compensation						1,690
Consulting services					255	113
Rent and office maintenance					6	9
Others					1	38
Professional services					441	289
Financial expenses, net [Member]
Condensed Income Statements, Captions [Line Items]
Bank fees					3	3
Exchange rate differences					$ 9	$ 38

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Thousands, $ in Thousands	Jan. 31, 2024 USD ($) $ / shares shares
Subsequent Event [Line Items]
Investment agreement (in Dollars) | $	$ 80
Shares issued	58,500
Warrant [Member]
Subsequent Event [Line Items]
Shares issued	100,000
Agreement amount (in Dollars) | $	$ 100
Warrants share	100,000
Exercise price (in Dollars per share) | $ / shares	$ 1