Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
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 | 12,454,790 | |
Amendment Flag | false | |
Entity Central Index Key | 0001415397 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 37 | $ 95 | |
Other current assets | 25 | 228 | |
Total current assets | 62 | 323 | |
Total assets | 62 | 323 | |
Current liabilities: | |||
Accounts payable | 12 | ||
Other accounts payable | 175 | 9 | |
Loan | 357 | ||
Total current liabilities | 187 | 366 | |
Stockholders’ equity: | |||
Preferred stock, $0.001 par value: Authorized: 500,000 shares at September 30, 2021 and December 31, 2020; None issued and outstanding | |||
Common stock, $0.001 par value: Authorized: 21,020,560 shares at September 30, 2021 and December 31, 2020; Issued and outstanding: 12,142,790 and 9,459,253 at September 30, 2021 and December 31, 2020, respectively; | 12 | 9 | |
Additional paid-in capital | 1,964 | 991 | |
Accumulated deficit | (2,101) | (1,043) | |
Total stockholders’ equity (deficit) | (125) | (43) | [1] |
Total liabilities and stockholders’ equity | $ 62 | $ 323 | |
[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 (refer to Note 1a). |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 21,020,560 | 21,020,560 |
Common stock, shares Issued | 12,142,790 | 9,459,253 |
Common stock, shares outstanding | 12,142,790 | 9,459,253 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||||
Research and development expenses | $ 161 | $ 69 | $ 552 | $ 241 | |
General and administrative expenses | 257 | 166 | 503 | 238 | |
Operating loss | 418 | 235 | 1,055 | 479 | |
Total financial expense (income), net | (2) | 8 | 3 | 9 | |
Net loss | $ 416 | $ 243 | $ 1,058 | $ 488 | |
Basic and diluted net loss per share (in Dollars per share) | $ 0.03 | $ 0.02 | $ 0.09 | $ 0.05 | |
Weighted average number of ordinary shares used in computing basic and diluted net loss per share (in Shares) | [1] | 12,131,663 | 9,459,253 | 10,811,014 | 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 (refer to Note 1a). |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Common shares | Additional paid-in capital | Accumulated deficit | Total | ||
Balance at Dec. 31, 2019 | [1] | $ 9 | $ 524 | $ (325) | $ 208 | |
Balance (in Shares) at Dec. 31, 2019 | [1] | 9,459,253 | ||||
Net loss | (245) | (245) | ||||
Balance at Jun. 30, 2020 | $ 9 | 524 | (570) | (37) | ||
Balance (in Shares) at Jun. 30, 2020 | 9,459,253 | |||||
Balance at Dec. 31, 2019 | [1] | $ 9 | 524 | (325) | 208 | |
Balance (in Shares) at Dec. 31, 2019 | [1] | 9,459,253 | ||||
Net loss | (488) | |||||
Balance at Sep. 30, 2020 | $ 9 | 524 | (813) | (280) | ||
Balance (in Shares) at Sep. 30, 2020 | 9,459,253 | |||||
Balance at Jun. 30, 2020 | $ 9 | 524 | (570) | (37) | ||
Balance (in Shares) at Jun. 30, 2020 | 9,459,253 | |||||
Net loss | (243) | (243) | ||||
Balance at Sep. 30, 2020 | $ 9 | 524 | (813) | (280) | ||
Balance (in Shares) at Sep. 30, 2020 | 9,459,253 | |||||
Balance at Dec. 31, 2020 | [1] | $ 9 | 991 | (1,043) | (43) | |
Balance (in Shares) at Dec. 31, 2020 | [1] | 9,459,253 | ||||
Issuance of share capital | $ 2 | 368 | 370 | |||
Issuance of share capital (in Shares) | 1,542,497 | |||||
Effect of reverse recapitalization transaction (Notes 1a and 6b) | $ 1 | 505 | 506 | |||
Effect of reverse recapitalization transaction (Notes 1a and 6b) (in Shares) | 1,051,028 | |||||
Net loss | (642) | (642) | ||||
Balance at Jun. 30, 2021 | $ 12 | 1,864 | (1,685) | 191 | ||
Balance (in Shares) at Jun. 30, 2021 | 12,052,778 | |||||
Balance at Dec. 31, 2020 | [1] | $ 9 | 991 | (1,043) | $ (43) | |
Balance (in Shares) at Dec. 31, 2020 | [1] | 9,459,253 | ||||
Issuance of share capital (in Shares) | 1,542,497 | |||||
Net loss | $ (1,058) | |||||
Balance at Sep. 30, 2021 | $ 12 | 1,964 | (2,101) | (125) | ||
Balance (in Shares) at Sep. 30, 2021 | 12,142,790 | |||||
Balance at Jun. 30, 2021 | $ 12 | 1,864 | (1,685) | 191 | ||
Balance (in Shares) at Jun. 30, 2021 | 12,052,778 | |||||
Issuance of share capital | [2] | 100 | 100 | |||
Issuance of share capital (in Shares) | 90,012 | |||||
Net loss | (416) | (416) | ||||
Balance at Sep. 30, 2021 | $ 12 | $ 1,964 | $ (2,101) | $ (125) | ||
Balance (in Shares) at Sep. 30, 2021 | 12,142,790 | |||||
[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 (refer to Note 1a). | |||||
[2] | Represents amount less than $1 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (1,058) | $ (488) |
Changes in: | ||
Other current assets | 203 | 135 |
Account payables | 140 | 42 |
Net cash used in operating activities | (715) | (311) |
Cash flows from investing activities | ||
Net cash provided by investing activities | ||
Cash flows from financing activities | ||
Receipt of a loan | 174 | |
Proceeds from issuance of common stock | 470 | 297 |
Cash acquired in the reverse recapitalization | 13 | |
Net cash provided by financing activities | 657 | 297 |
Change in cash and cash equivalents | (58) | (14) |
Cash and cash equivalents at the beginning of the period | 95 | 50 |
Cash and cash equivalents at the end of the period | 37 | 36 |
Supplement disclosure of non-cash activities: | ||
Current assets (excluding cash and cash equivalents) | (531) | |
Current liabilities | 38 | |
Reverse recapitalization effect on equity | 506 | |
Cash acquired in connection with reverse recapitalization transaction | $ 13 |
General
General | 9 Months Ended |
Sep. 30, 2021 | |
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 Karmiel, Israel. From April 1, 2011 until December 31, 2019 the Company was not active. On October 8, 2020, the Company and its shareholders entered into a certain share exchange agreement 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 share capital of the Company, and the existing shareholders of the Company will hold 10% of the issued and outstanding share capital. 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. The reverse stock split did not affect the Preferred Stock of the Company. On May 14, 2021, Raphael and the Company, completed a share exchange agreement (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 share capital 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 Merger, Raphael’s activities are the sole activities of the Company. The Merger 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. Under reverse capitalization accounting, Raphael will be considered the acquirer for accounting and financial reporting purposes. 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 September 30, 2021, the Company’s accumulated deficit was $2,101. 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. In the event the Company is unable to have its loan converted as planned or its repayment date deferred, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. If such sufficient financing or payment deferral is not received timely, the Company 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 | 9 Months Ended |
Sep. 30, 2021 | |
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, 2020. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2020, are applied consistently in these interim financial statements. |
Unaudited Interim Financial Sta
Unaudited Interim Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
UNAUDITED INTERIM FINANCIAL STATEMENTS | NOTE 3:- UNAUDITED INTERIM FINANCIAL STATEMENTS The accompanying balance sheet as of September 30, 2021, the statements of comprehensive loss and the statements of cash flows for the nine and three months ended September 30, 2021 and 2020, as well as the statement of changes in stockholders’ equity for the nine and three months ended September 30, 2021, are unaudited. These unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. In management’s opinion, the unaudited interim financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of September 30, 2021, as well as its results of operations and cash flows for the nine and three months ended September 30, 2021 and 2020. The results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. |
Loan
Loan | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOAN | NOTE 4:- LOAN In August 31, 2020, the Company and Raphael signed an investment agreement according to which the Company will raise up to $950 from investors. The funds, which the Company will raise will be transferred to Raphael for its current activity. Until such time that the share exchange between the Company and Raphael is complete, the funds transferred to Raphael by the Company are to be considered as a loan which will become an equity investment once the share exchange is complete. The loan bears no interest and has no repayment date. As of part of the merger (see Note 1a), the loan was converted into equity. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 5:- SHAREHOLDERS’ EQUITY a. During nine months period ended September 30, 2021, the Company raised $478 (net of issuance expenses of $52) and issued 1,542,497 shares of Common stock to certain investors of the Company. An amount of $160 was received before the merger (see Note 1a) and an amount of $370 was received after the merger. b. On May 14, 2021, the Company, completed a share exchange agreement (the “Share Exchange”) pursuant to which the Company issued 9,459,253 common stock to the shareholders of Raphael, and the shareholders of Raphael became the holders of 90% of the issued and outstanding share capital of the Company while the Company’s shareholders hold, immediately following the share exchange, 1,051,028 common stock, which represents 10% of the Company (see also Note 1a). c. In July 2021, the Company raised $100 and issued 90,012 shares of Common stock to certain investors of the Company. |
General (Details)
General (Details) - USD ($) $ in Thousands | May 14, 2021 | Oct. 08, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Issued and Outstanding Share Capital, Description | 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 share capital of the Company, and the existing shareholders of the Company will hold 10% of the issued and outstanding share capital. | |||
Reverse split, description | 1-for-100 reverse split | |||
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 | $ (2,101) | $ (1,043) |
Loan (Details)
Loan (Details) $ in Thousands | Aug. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Investments from investors | $ 950 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ in Thousands | May 14, 2021 | Jul. 31, 2021 | Sep. 30, 2021 |
Stockholders' Equity Note [Abstract] | |||
Common shares raised | $ 100 | $ 478 | |
Net of issuance expenses | $ 52 | ||
Common shares issued (in Shares) | 9,459,253 | 90,012 | 1,542,497 |
Received before the merger | $ 160 | ||
Received after the merger | $ 370 | ||
Issued and outstanding share capital percentage | 90.00% | ||
Shares exchange common stock (in Shares) | 1,051,028 | ||
Common stock percentage | 10.00% |