8-KFiled Aug 31, 8:00 PM ET

Raphael Pharmaceutical Inc. Enters AI Transformation Partnership

$RAPH · Raphael Pharmaceutical Inc.

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Raphael Pharmaceutical Inc. Enters AI Transformation Partnership

What Happened Raphael Pharmaceutical Inc. announced on its Form 8‑K that it entered into an Enterprise AI Transformation and Growth Partnership with AIcreatesAI Inc. under an Annual Managed Services Proposal and Agreement effective July 30, 2026. AIcreatesAI will provide managed AI transformation, commercialization, communications, product and growth services for an initial 12‑month term.

Key Details

  • Annual managed‑services fee: $180,000 (payable as $15,000 monthly), subject to the Agreement’s deferred‑payment provisions.
  • Deferred payments: unpaid invoices automatically become deferred obligations until the Company receives financing, capital, commercial revenues or other resources; with AIcreatesAI’s written consent, deferred obligations may be satisfied by issuing Company common shares (subject to securities laws and OTC Market rules).
  • Token platform: the Agreement contemplates designing and maintaining a company‑branded digital token platform (subject to Board approval and law); AIcreatesAI would receive 2% of net profits from that platform, separate from the annual fee. The Agreement does not itself authorize regulated token issuance, exchange listing, custody or securities transactions.
  • Other terms: services include website/CRM development, analytics, marketing and investor communications; either party may terminate for a material breach not cured within 15 days; parties remain independent contractors.

Why It Matters For investors, this is a commercial services agreement that could affect operating expenses and future capital or equity decisions. The annual fee is modest ($180k), but the deferred‑payment and share‑settlement provisions mean the Company could incur dilution if it lacks cash and AIcreatesAI agrees to accept shares. The token‑platform provision introduces a potential future revenue share (2% of net profits) and operational scope that requires Board approval and regulatory compliance; the filing explicitly states the Agreement does not itself authorize regulated token or securities activities. The agreement is filed as Exhibit 10.1 to the Form 8‑K.