Raphael Pharmaceutical Files S-1 for IPO

TL;DR

Raphael Pharma (formerly Easy Energy) just filed for an IPO, moving from NV to Israel HQ.

AI Summary

Raphael Pharmaceutical Inc. filed an S-1 registration statement on September 13, 2024, for an initial public offering. The company, formerly known as Easy Energy Inc. until October 17, 2007, is incorporated in Nevada and operates in the medicinal chemicals & botanical products sector. Its principal executive offices are located in Tel Aviv-Jaffa, Israel.

Why It Matters

This S-1 filing indicates Raphael Pharmaceutical Inc. is preparing to become a publicly traded company, which could bring new investment and scrutiny to its operations in the pharmaceutical sector.

Risk Assessment

Risk Level: medium — As a newly public company, Raphael Pharmaceutical Inc. faces inherent risks associated with market reception, regulatory hurdles, and establishing a track record.

Key Numbers

• 333-282104 — SEC File Number (Identifies the specific SEC registration)
• 26-0204284 — IRS Employer Identification Number (Tax identification for the company)

Key Players & Entities

• Raphael Pharmaceutical Inc. (company) — Registrant
• September 13, 2024 (date) — Filing Date
• Easy Energy Inc. (company) — Former Company Name
• October 17, 2007 (date) — Date of Name Change
• Nevada (jurisdiction) — State of Incorporation
• Tel Aviv-Jaffa, Israel (location) — Principal Executive Offices
• Shlomo Pilo (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.01 — 7 shares of our common stock, par value $0.01 per share (the "Common Stock") issued i
• $1.65 — ce of our Common Stock on the OTCQB was $1.65 per share. See "Risk Factors" beginnin
• $100,000 — may elect to receive a cash payment of $100,000 instead of any one issuance of our shar
• $200,000 — the service provided, which amounted to $200,000. Manufacturing We do not own or ope

Filing Documents

• ea0213858-s1_raphael.htm (S-1) — 1787KB
• ea021385801ex5-1_raphael.htm (EX-5.1) — 10KB
• ea021385801ex23-2_raphael.htm (EX-23.2) — 2KB
• ea021385801ex-fee_raphael.htm (EX-FILING FEES) — 17KB
• image_001.jpg (GRAPHIC) — 11KB
• image_002.jpg (GRAPHIC) — 23KB
• image_003.jpg (GRAPHIC) — 3KB
• image_004.jpg (GRAPHIC) — 28KB
• ex5-1_001.jpg (GRAPHIC) — 18KB
• ex5-1_002.jpg (GRAPHIC) — 6KB
• ex23-2_001.jpg (GRAPHIC) — 30KB
• ex23-2_002.jpg (GRAPHIC) — 37KB
• 0001213900-24-078562.txt ( ) — 5170KB
• raph-20240630.xsd (EX-101.SCH) — 50KB
• raph-20240630_cal.xml (EX-101.CAL) — 29KB
• raph-20240630_def.xml (EX-101.DEF) — 153KB
• raph-20240630_lab.xml (EX-101.LAB) — 337KB
• raph-20240630_pre.xml (EX-101.PRE) — 163KB
• ea0213858-s1_raphael_htm.xml (XML) — 368KB

RISK FACTORS

RISK FACTORS 8 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 34 INDUSTRY AND MARKET DATA 35

USE OF PROCEEDS

USE OF PROCEEDS 35

DILUTION

DILUTION 35 DIVIDEND POLICY 35

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 67 MANAGEMENT 68

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 69 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTORS INDEPENDENCE 70 SELLING SECURITYHOLDERS 72 PLAN OF DISTRIBUTION 75

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 77 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 79 LEGAL MATTERS 83 EXPERTS 83 CHANGE IN AUDITOR 83 WHERE YOU CAN FIND ADDITIONAL INFORMATION 83 INDEX TO FINANCIAL STATEMENTS F-1 i PART I ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus or a supplement to this prospectus. We have not authorized anyone to provide you with different information. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any supplement to this prospectus is accurate as of any date other than the date on the front cover of those documents. ii PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus. Because it is a summary, it does not contain all of the information that you should consider in making your investment decision. Before investing in our Common Stock, you should read the entire prospectus carefully, including our consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." On May 14, 2021, Raphael Pharmaceutical Ltd., an Israeli company, and Easy Energy, Inc., a Nevada corporation, completed a share exchange agreement, or the Share Exchange, pursuant to which the shareholders of Raphael Pharmaceutical Ltd. became the holders of 90% of the issued and outstanding share capital of Easy Energy, Inc., while Easy Energy, Inc.'s shareholders hold, following the Share Exchange, 10% of Easy Energy, Inc. On May 19, 2021, as agreed by the parties to the Share Exchange, Easy Energy, Inc. changed its name to Raphael Pharmaceutical Inc. Unless otherwise mentioned or unless

View Full Filing

View this S-1 filing on SEC EDGAR