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): ~~August~~March 1124, ~~2025~~2026 (~~July~~December 31, 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 ~~July~~ December 31, 2025, the term of service of Dr. ~~Igal~~Yehuda ~~Louria~~Eliya ~~Hayon,~~as ~~notified~~a ~~the~~member ~~board~~ of ~~directors (~~the “Board”) of ~~Raphael~~Directors ~~Pharmaceuticals Inc.~~ (the “~~Company~~Board”) of ~~his resignation from~~ the ~~Board~~Company expired, ~~effective~~and ~~August~~he 1,ceased ~~2025.~~to ~~The~~serve ~~resignation of Mr. Hayon~~ as a director ~~was~~of ~~not related to any disagreement with~~ the Company oneffective ~~any matter relating to the Company’s operations, policies or practices. Mr. Hayon will still provide services to the Company~~ as ~~its~~of ~~Chief~~such ~~Technology Officer, pursuant to an existing service agreement by and between the Company and Mr~~date. ~~Hayon.~~

~~On August~~Dr. 7,Eliya’s ~~2025,~~departure from the Board ofwas not the ~~Company~~related ~~appointed Mr. Zvi Laufer Laor~~ to ~~serve~~any asdisagreement awith ~~director of~~ the Company inon ~~order~~any tomatter ~~fill~~relating to the ~~resulting vacancy~~Company’s ofoperations, ~~the~~policies ~~Board.~~or practices.

Mr. Laufer, age 73, is a lawyer, specializing in business and commercial law since 1979. Mr. Laufer also played a role in promoting real estate developments in Israel, including the North Mall in Nahariya in 1994 and a residential property company in 1998.

There is no arrangement or understanding between Mr. Laufer and any other person pursuant to which Mr. Laufer was selected as a director for the Board. There are no transactions, relationships or agreements between Mr. Laufer 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. Laufer is qualified to serve as a director on the Company’s Board and meets the independence requirement under relevant securities laws.

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: ~~August~~March 1124, ~~2025~~2026

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