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  4. [8-K] Raphael Pharmaceutical Inc. Reports Material Event

Raphael Pharma signs $180K AI services deal

Raphael Pharmaceutical Inc. (RAPH) entered into an Enterprise AI Transformation and Growth Partnership with AIcreatesAI Inc. effective July 30, 2026, under a one-year Annual Managed Services Agreement.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Raphael Pharmaceutical Inc. (RAPH) entered into an Enterprise AI Transformation and Growth Partnership with AIcreatesAI Inc. effective July 30, 2026, under a one-year Annual Managed Services Agreement. AIcreatesAI will act as a managed partner for artificial intelligence transformation, commercialization, communications, product and growth operations.

The annual managed-services fee is $180,000, payable in monthly installments of $15,000, with automatic deferred payment obligations when funds are temporarily unavailable, remaining payable once Raphael receives financing, investment, commercial revenue or other resources. With AIcreatesAI’s written consent, deferred amounts may be satisfied with Raphael common shares, subject to securities laws and OTC Markets requirements. The Agreement also contemplates a Company-branded digital token platform, for which AIcreatesAI would receive 2% of net profits from the platform, separate from the service fee. Either party may terminate the Agreement for a material breach uncured for 15 days after written notice, and the parties remain independent contractors.

Positive

  • None.

Negative

  • None.

Filing Explained

The contemplated token platform requires Board approval and does not itself authorize regulated token activity.

The 2026-07-30 Form 8-K reports an agreement labeled a “partnership,” but it expressly creates no legal partnership, joint venture, fiduciary relationship, or equity partnership; the parties remain independent contractors.

The contemplated company-branded digital-token platform requires Board approval and applicable law, and the agreement itself does not authorize regulated token issuance, exchange listing, custody, securities sales, or other regulated financial services.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annual managed-services fee $180,000 Annual fee payable under the Enterprise AI Transformation and Growth Partnership
Monthly installment $15,000 Monthly installment of the $180,000 annual managed-services fee
Initial term twelve months Initial term of the Agreement effective July 30, 2026
Net profit share from digital token platform 2% AIcreatesAI’s share of net profits from the Company-branded digital token platform
Cure period for material breach 15 days Time allowed to cure a material breach after written notice before termination
Enterprise AI Transformation and Growth Partnership technical
"entered into an Enterprise AI Transformation and Growth Partnership with AIcreatesAI Inc."
Annual Managed Services Proposal and Agreement financial
"pursuant to an Annual Managed Services Proposal and Agreement"
deferred payment obligations financial
"unpaid service invoices automatically become deferred payment obligations"
digital token platform technical
"design, development and maintenance of a Company-branded digital token platform"
net profits financial
"AIcreatesAI is entitled to receive two percent (2%) of the net profits"
Net profits are the amount of money a company keeps after paying every business cost — operating expenses, interest, taxes and any one‑time charges — like the cash left in your wallet after covering all bills. For investors, net profit shows whether a company’s core activities actually generate surplus value, and it helps gauge financial health, potential dividends, and how attractively the business may be valued compared with peers.
independent contractors financial
"The parties are independent contractors, and the Agreement does not create a partnership"

FAQ

What agreement did Raphael Pharmaceutical Inc. (RAPH) enter into with AIcreatesAI Inc.?
Raphael Pharmaceutical Inc. entered into an Enterprise AI Transformation and Growth Partnership with AIcreatesAI Inc., effective July 30, 2026. AIcreatesAI will provide managed services for AI transformation, commercialization, communications, product and growth operations for an initial twelve-month term.

What is the annual fee Raphael Pharmaceutical Inc. (RAPH) will pay under this AI partnership?
The Agreement sets an annual managed-services fee of $180,000, payable in $15,000 monthly installments. These payments are subject to deferred-payment provisions when funds are temporarily unavailable.

How do the deferred payment obligations work for Raphael Pharmaceutical Inc. (RAPH)?
When funds are temporarily unavailable, Raphael’s unpaid service invoices automatically become deferred payment obligations and remain payable upon receipt of financing, capital investment, commercial revenues or other financial resources. With AIcreatesAI’s written consent, Raphael may satisfy deferred amounts in common shares.

What digital token platform is contemplated in Raphael Pharmaceutical Inc. (RAPH)’s Agreement?
The Agreement contemplates design, development and maintenance of a Company-branded digital token platform, subject to Board approval and applicable law. AIcreatesAI would receive 2% of net profits generated from this platform for ongoing operation and maintenance.

Does the Raphael Pharmaceutical Inc. (RAPH) Agreement authorize regulated token issuance or securities sales?
No. The Agreement explicitly states that it does not itself authorize regulated token issuance, exchange listing, custody, securities sales or other regulated financial services.

Under what conditions can Raphael Pharmaceutical Inc. (RAPH) or AIcreatesAI terminate the Agreement?
Either party may terminate the Agreement for a material breach that remains uncured for fifteen days after written notice. The parties are characterized as independent contractors, not partners or joint venturers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001415397 0001415397 2026-07-30 2026-07-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): July 30, 2026 (July 30, 2026)

 

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 Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 1.01 Entry into a Material Definitive Agreement.

 

On July 30, 2026, Raphael Pharmaceutical Inc. (the “Company”) entered into an Enterprise AI Transformation and Growth Partnership with AIcreatesAI Inc. (“AIcreatesAI”) pursuant to an Annual Managed Services Proposal and Agreement (the “Agreement”). The Agreement became effective on July 30, 2026, the date of the last signature by the parties.

 

Under the Agreement, AIcreatesAI will serve as the Company’s managed artificial intelligence transformation, commercialization, communications, product and growth operations partner. The initial term is twelve months. The annual managed-services fee is $180,000, payable in monthly installments of $15,000, subject to the deferred-payment provisions described in the Agreement.

 

The services contemplated by the Agreement include, among other matters, digital transformation and operating-system implementation; website, application and CRM development and management; analytics and executive dashboards; approved marketing, content, social-media, email and press support; research and product intelligence; partnership-development support; and investor and corporate communications, in each case subject to the Company’s approval, applicable law and the compliance controls set forth in the Agreement.

 

The Agreement provides that when funds are temporarily unavailable, any unpaid service invoices automatically become deferred payment obligations and remain payable upon the Company’s receipt of financing, capital investment, commercial revenues or other available financial resources. With AIcreatesAI’s written consent, the Company may satisfy deferred payment obligations through the issuance of Company common shares, subject to applicable securities laws and OTC Markets requirements.

 

The Agreement also contemplates the design, development and maintenance of a Company-branded digital token platform, subject to Board approval and applicable law. In consideration for ongoing operation and maintenance of that platform, AIcreatesAI is entitled to receive two percent (2%) of the net profits generated from the platform, separate from the annual service fee. The Agreement does not itself authorize regulated token issuance, exchange listing, custody, securities sales or other regulated financial services.

 

The Agreement may be terminated by either party for a material breach that remains uncured for fifteen days after written notice. The parties are independent contractors, and the Agreement does not create a partnership, joint venture, fiduciary relationship or equity partnership.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Enterprise AI Transformation and Growth Partnership - Annual Managed Services Proposal and Agreement between Raphael Pharmaceutical Inc. and AIcreatesAI Inc., effective July 30, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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 31, 2026  

 

2

Source: View Original Filing on SEC EDGAR

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