v3.26.1
Contingent Liabilities And Commitments
 12 Months Ended
Dec. 31, 2025
Contingent Liabilities And Commitments [Abstract]  
CONTINGENT LIABILITIES AND COMMITMENTS
NOTE 6:- CONTINGENT LIABILITIES AND COMMITMENTS

 

  a. Rambam research agreement

 

In October 2022, the Company and Rambam signed a supplement 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 RA diseases. The 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 supplement and will begin in May 2023.

As of December 31, 2025, the remaining balance of the loan, including accrued interest, is NIS 949.7 thousand +VAT ($297.7, based on the NIS-USD exchange rate on December 31, 2025)  and is included within other accounts payable and accrued expenses in the Consolidated Balance Sheets.

 

  b. Way of Life Cannabis research agreement

 

In October 2020, Raphael 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 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’s agreement with WOLC, Raphael 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 has also agreed to pay WOLC a royalty fee equal to 15% of the net royalties generated from sales of Raphael’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.

 

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

 

  c. Service agreement with executive officers:

 

During fiscal year 2025, we had the following written agreements with our executive officers, including the Company’s CEO, CFO and Chief Technology Officer, who are also members of the Board.

 

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The Company’s CEO provides services to the Company pursuant to a management and operations agreement between the Company and Sheffa Enterprises, Inc., a New Jersey corporation. Since January 1, 2024, we have paid the CEO a monthly fee of $20,000 for his services. On March 3, 2025, we entered into a new management and operations agreement with the CEO substantially on the same terms as the agreement described above, effective as of January 1, 2025, The warrants to purchase up to 1,000,000 shares of Common Stock, which were previously issued to Mr. Pilo, at an exercise price of $1.12 per share, were expired unexercised on December 31, 2025.. The management and operations agreement which was set to expire on December 31, 2025, was extended until December 31, 2026 on December 27, 2025, effective as of January 1, 2026

 

The Company may terminate the management and operations agreement prior to the expiration of its term upon 120 days advance notice and the payment of a termination fee equal to the lesser of (i) $360,000, or (ii) the monthly fees payable through the expiration of its term. Furthermore, as disclosed in the agreement, we have undertaken to indemnify Sheffa Enterprises, Inc. against and in respect of any and losses arising out of or due to the operation of the business by Raphael Israel, its affiliates, agents, servants and/or employees.

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The CFO provides services to the Company pursuant to an operations agreement between the Company, Model Engineering &Investments SRL, a Romanian Company, and Guy Ofir. Since January 1, 2023, we have paid the CFO a monthly fee of $12,000. In addition, we granted Mr. Ofir 1,000,000 restricted shares of Common Stock and warrants to purchase up to 1,000,000 shares of Common Stock, at an exercise price of $1.00 per share, which expired unexercised on December 31, 2025. On March 3, 2025, we entered into a new operations agreement with our Chief Financial Officer, substantially on the same terms as the agreement described above, effective as of January 1, 2025. The operations agreement, which was set to expire on December 31, 2025, was extended until December 31, 2026 on December 27, 2025, effective as of January 1, 2026.

 

The Company may terminate the operations agreement prior to the expiration of its term upon 120 days advance notice and the payment to Mr. Ofir of a termination fee equal to the lesser of (i) $120,000, or (ii) the monthly fees payable through the expiration of its term.

     
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The Company’s Chief Technology Officer provides services to the Company pursuant to a service agreement, by and between the Company and Dr. Igal Louria Hayon. Pursuant to the terms thereof Dr. Hayon provides consulting services the Company to engage with an array of science consultants and to coordinate collaborations with hospitals on medical cannabis research. Pursuant to such agreement, we agreed to pay the Chief Technology Officer 15% of the Company’s net royalty’s income from worldwide sales of any of the Company’s cannabis-based medical indications treating COVID-19. Pursuant to Dr. Hayon’s service agreement, in the event we will apply for any clinical trial of cannabis-based treatment or will begin any other new cannabis related research, the Corporation will grant Dr. Hayon warrants to purchase up to 350,000 shares of Common Stock at an exercise price of $0.01. On May 1, 2024, the milestone was met and the Company granted to Dr. Igal Louria Hayon warrants to purchase up to 350,000 shares of Common Stock of the Company at an exercise price of $0.01. The warrants were exercised in November 2025. On March 3, 2025, we entered into a new service agreement with the Company’s Chief Technology Officer, substantially on the same terms as the agreement described above, effective as of January 1, 2025. Pursuant to such service agreement, we agreed to pay the Chief Technology Officer a monthly fee of $24,000 and to reimburse him with certain expenses related to his scientific work. On December 27, 2025, the company extended such service agreement with our Chief Technology Officer, effective as of January 1, 2026 and until December 31, 2027. Pursuant to the extension to such service agreement, we agreed to pay our Chief Technology Officer a monthly fee of $12,000 and to reimburse him with certain expenses related to his scientific work.

 

The Company may terminate the service agreement prior to the expiration of its term upon 120 days advance notice and the payment to Dr. Hayon of a termination fee equal to the monthly fees payable through the expiration of its term.