UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 14, 2025 (January 8, 2025)

RAPHAEL PHARMACEUTICAL INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		000-53002		26-0204284
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4 Lui Paster

Tel Aviv-Jaffa, Israel

6803605

(Address of Principal Executive Offices)

(Zip Code)

+972 52 775 5072

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On January 8, 2025, the Board of Directors (the “Board”) of Raphael Pharmaceuticals Inc. (the “Company”) increased the size of its Board by one and appointed Mr. Ajay Kumar Dhadha to serve as a Director of the Company in order to fill the resulting vacancy of the Board. The Board also selected Mr. Dhadha to be Chairman of the Board, replacing Mr. Shlomo Pilo in such role.

Mr. Dhadha, age 79, is a diamond dealer and a member of the Israel Diamond Exchange, residing in Israel for the last 45 years. Mr. Dhadha is the founder and owner and Chief Executive Officer of Shanti Gems (1982) Ltd. in Israel, which exports and sells diamonds.

There is no arrangement or understanding between Mr. Dhadha and any other person pursuant to which Mr. Dhadha was selected as a Director. There are no transactions, relationships or agreements between Mr. Dhadha and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

The Board concluded that Mr. Dhadha is qualified to serve as a Director and meets the independence requirement under relevant securities laws. The Company expects to enter into a standard indemnification agreement with Mr. Dhadha.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAPHAEL PHARMACEUTICAL INC.

	By:	/s/ Shlomo Pilo
	Name:	Shlomo Pilo
	Title:	Chief Executive Officer

Date: January 14, 2025

Raphael Pharmaceutical Inc. 8-K