UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Articles of Incorporation
On June 26, 2024, Raphael Pharmaceutical Inc. (the “Company”) filed its Amended and Restated Articles of Incorporation (the “Amended and Restated Articles of Incorporation”) with the Secretary of State of the State of Nevada, pursuant to which the Company increased the number of authorized shares of common stock, $0.01 par value per share (the “Common Stock”), from 21,020,560 shares to 50,000,000 shares (the “The Authorized Capital Change”). The Authorized Capital Change took effect on June 26, 2024.
The board of directors of the Company approved the Authorized Capital Change on May 9, 2024, and the holders of a majority of the Company’s outstanding common stock approved the Authorized Capital Change on May 22, 2024.
The foregoing description of the Amended and Restated Articles of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Articles of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Raphael Pharmaceutical Inc. dated June 26, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||
| Date: June 26, 2024 | By: | /s/ Guy Ofir |
| Name: | Guy Ofir | |
| Title: | Chief Financial Officer | |
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