RAPH / Raphael Pharmaceutical Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

Amendment no. 1 to Sponsored Research Agreement by and between Rambam MedTech LTD and Raphael Pharmaceuticals Ltd., dated July 28, 2025.

Exhibit 10.1 AMENDMENT Dated July 28, 2025 to Sponsored Research Agreement This AMENDMENT to Sponsored Research Agreement (this “Amendment”), is made effective as of July 28, 2025 and shall amend the Sponsored Research Agreement dated 17 of July 2019, by and between Rambam MedTech LTD (the “RMT”); and Raphael Pharmaceutical LTD (hereinafter: “Raphael”), (all collectively, the “Parties”), as previo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raphael P

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 11, 2025 (August 7, 2025) RA

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 11, 2025 (August 7, 2025) RAPHAEL PHARMACEUTICAL INC.

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 11, 2025 (July 31, 2025) RAP

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 11, 2025 (July 31, 2025) RAPHAEL PHARMACEUTICAL INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raphael

Form of Subscription Agreement.

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT To: Raphael Pharmaceutical Inc. (the “Corporation” or the “Issuer”) Address: Las Vegas, Nevada, USA The undersigned (the “Subscriber”) hereby acknowledges that the Corporation is proceeding with a private placement of units (each, a “Unit”), with each Unit consisting of one common stock share par value $0.01of the Corporation (a “Share”). The Subscriber

Director and Chairman of the Board Service Agreement by and between the Company and Ajay Kumar Dhadha, dated March 5, 2025.

Exhibit 10.9 DIRECTOR AND CHAIRMAN OF THE BOARD SERVICES AGREEMENT This DIRECTOR AND CHAIRMAN OF THE BOARD SERVICES AGREEMENT (this “Agreement”) is made as of 8TH of January, 2025 (the “Effective Date”), by and between Raphael Pharmaceutical Inc. (the “Company”), and Ajay Kumar Dhadha, an individual residing in Israel (the “Chairman of the Board” or “Shanti”). WHEREAS, the Company desires to appoi

Service Agreement by and between the Company and Dr. Igal Louria Hayon, dated March 3, 2025.

Exhibit 10.7 This SERVICE AGREEMENT (this “Agreement”) is made as of 3RD of March, 2025, by and between Raphael Pharmaceutical INC. (the “Company”), and DR. IGAL LOURIA HAYON, an Individual residing at Israel (the “CTO”/so called “IGAL”). RECITALS WHEREAS, the Company desires to engage IGAL to be the Chief Technology officer (so called: “CTO”) & DIRECTOR of the company, and IGAL desires to be the

Insider Trading Policy.

Exhibit 19.1 RAPHAEL PHARMACEUTICALS INC. INSIDER TRADING POLICY AND GUIDELINES WITH RESPECT TO CERTAIN TRANSACTIONS IN COMPANY SECURITIES Date: March 5, 2025 This Insider Trading Policy (the “Policy”) provides guidelines to directors, officers, employees and other related persons of Raphael Pharmaceuticals Inc. (the “Company”), a company incorporated under the laws of the State of Nevada, with re

Code of Business Conduct and Ethics.

Exhibit 14.1 RAPHAEL PHARMACEUTICALS INC. CODE OF ETHICS AND BUSINESS CONDUCT Dated March 5, 2025 This Code of Ethics and Business Conduct (the “Code”) of Raphael Pharmaceuticals Inc. (the “Company”) applies to the Chief Executive Officer, Chief Financial Officer and persons performing similar functions (collectively, the “Senior Officers”) along with all directors and other employees of the Compa

Management and Operations Agreement by and between the Company and Sheffa Enterprises, Inc., dated March 3, 2025.

Exhibit 10.5 This MANAGEMENT AND OPERATIONS AGREEMENT (this “Agreement”) is made as of March 3rd 2025, by and between Raphael Pharmaceutical ltd. (the “Company”), and Sheffa Enterprises, INC., a New Jersey corporation/ Shlomo Pilo, an Individual residing at Israel (the “Manager”). RECITALS WHERES, the parties signed a management agreement on 1st June 2019 (“so call: “the previous agreement”; WHERE

Service Agreement by and between the Company and Prof. Eliya Yehuda, dated March 10, 2025.

Exhibit 10.8 This SERVICE AGREEMENT (this "Agreement") is made as of March 10, 2025, by and between Raphael Pharmaceutical INC. (the "Company"), and Prof. ELIYA YEHUDA I.D 025721069, an Individual residing in Israel (the "Director"/so called “Yehuda”). RECITALS WHEREAS the Company desires to engage Yehuda to be a director of the company, and Yehuda desires to be the director on the terms set forth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-53002 Raphael Pharmaceutical Inc. (Exa

Operations Agreement by and between the Company and Model Engineering & Investments SRL and Guy Ofir, dated March 3, 2025.

Exhibit 10.6 This OPERATIONS AGREEMENT (this “Agreement”) is made as of March, 3rd ,2025, by and between Raphael Pharmaceutical ltd. (the “Company”), and Model Engineering & Investments. SRL a Romanian Company no. J40/1123/2007 AND/OR ADV’ GUY OFIR I.D. 172910400069, an Individual residing at Romaina (the “CFO, Legal Adviser & Director”). RECITALS WHEREAS, the Company desires to engage the CFO int

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 14, 2025 (January 8, 2025) RAPHAEL PHARMACEUTICAL INC.

Other Events

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): December 30, 2024 (December 23, 2024) RAPHAEL PHARMACEUTICAL INC.

Raphael Pharmaceutical Inc. Up to 5,787,027 of shares of Common Stock

Prospectus Supplement No. 1 (To Prospectus dated September 26, 2024) Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-282104 Raphael Pharmaceutical Inc. Up to 5,787,027 of shares of Common Stock This Prospectus Supplement No. 1 (this “Prospectus Supplement”) supplements the prospectus dated September 26, 2024 (the “Final Prospectus”), relating to the offer and sale by the selling se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raph

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605 September 24, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Raphael Pharmaceutical Inc. (CIK 0001415397) Registration Statement on Form S-1 File No. 333-282104 Request for Acceleration of Effective D

As filed with the Securities and Exchange Commission on September 13, 2024

As filed with the Securities and Exchange Commission on September 13, 2024 Registration No.

Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) RAPHAEL PHARMACEUTICAL INC.

Letter from Weinstein International CPA, addressed to the Securities and Exchange Commission, dated September 11, 2024

Exhibit 16.1 September 11, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Raphael Pharmaceutical Inc.’s Form 8-K dated September 11, 2024, and are in agreement with the statements contained in Item 4.01.(a). We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Weinstein

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): September 11, 2024 (September 5, 2024) RAPHAEL PHARMACEUTICAL INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raphael P

Amended and Restated Articles of Incorporation of Raphael Pharmaceutical Inc. dated June 26, 2024

Exhibit 3.1 RAPHAEL PHARMACEUTICAL INC. AMENDED AND RESTATED ARTICLES OF INCORPORATION As amended as of June 26, 2024 FIRST The name of the corporation is RAPHAEL PHARMACEUTICAL INC. (the “Corporation”). SECOND The principal office of the Corporation is located at 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605. The name and address of its resident agent is C T Corporation System at 701 South Carson S

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): June 26, 2024 RAPHAEL PHARMACEUTICAL INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement RAPHAEL PHARMACEUTICAL INC. (Name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement RAPHAEL PHARMACEUTICAL INC. (Name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raphael

Other Events

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): May 2, 2024 (April 30, 2024) RAPHAEL PHARMACEUTICAL INC.

English Translation of the Amendment to the Service Agreement by and between the Company and Yehuda Eliya, dated December 25, 2023.

Exhibit 10.4 December 25, 2023 Dear Dr. Yehuda Eliya, Extension of Appointment as a Member of The Board of Directors The company’s management has decided to extend your appointment as an external member of the board for an additional year (until December 31, 2024). The same terms and conditions as set forth in the Service Agreement by and between the Company and you, dated May 20, 2022, will apply

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-53002 Raphael Pharmaceutical Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raph

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raphael P

As filed with the Securities and Exchange Commission on June 1, 2023

As filed with the Securities and Exchange Commission on June 1, 2023 Registration No.

As filed with the Securities and Exchange Commission on June 1, 2023

As filed with the Securities and Exchange Commission on June 1, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-53002 Raphael Phar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raphael

As filed with the Securities and Exchange Commission on May 4, 2023

As filed with the Securities and Exchange Commission on May 4, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

Other Events

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): March 27, 2023 RAPHAEL PHARMACEUTICAL INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-53002 Raphael Pharmaceutical Inc. (Exact

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

Service Agreement between Dr. Igal Louria Hayon and the Company (incorporated by reference from Form 8-K/A filed January 26, 2023)

Exhibit 10.1 This SERVICE AGREEMENT (this “Agreement”) is made as of 5th of July, 2022, by and between Raphael Pharmaceutical INC. (the “Company”),, and DR. IGAL LOURIA HAYON (the “CTO”/so called “IGAL”). RECITALS WHEREAS, the Company desires to engage IGAL to be the Chief Technology officer (so called: “CTO”) & DIRECTOR of the company, and IGAL desires to be the CTO & board Member on the terms se

Supplement to Sponsored Research Agreement with Rambam Med-Tech Ltd. (incorporated by reference from our quarterly report on Form 10-Q filed November 14, 2022)

Exhibit 10.1 APPENDIX TO THE AGREEMENT DATE JULY 07, 2019 Signed at October 23, 2022 Between: Rambam Med-Tech Ltd Reg. no. 514496587 By Roee Atlas – CEO (So Called: “Med- Tech”) AND Between: Raphael Pharmaceutical Ltd Reg. no. 516054400 By Shlomo Pilo –CEO (So Called: “Raphael”) WHEREAS, the parties signed research agreement on July 7, 2019 (So called: “the Primary Agreement”); WHEREAS, Med-Tech h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raph

Other Events

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): October 7, 2022 RAPHAEL PHARMACEUTICAL INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raphael P

Service Agreement, dated as of July 5, 2022, between Yehuda Eliya and the Company

Exhibit 10.5 This SERVICE AGREEMENT (this ?Agreement?) is made as of July 5th, 2022, by and between Raphael Pharmaceutical INC. (the ?Company?), and ELIYA YEHUDA I.D 025721069, (the ?Director?/so called ?Yehuda?). RECITALS WHEREAS the Company desires to engage Yehuda to be a director of the company, and Yehuda desires to be the director on the terms set forth herein. NOW, THEREFORE, in considerati

Service Agreement, dated as of July 5, 2022, between Prof. Joseph Press and the Company

Exhibit 10.1 This SERVICE AGREEMENT (this ?Agreement?) is made as of 30th of June, 2022, by and between Raphael Pharmaceutical INC. (the ?Company?), and JOSEPH PRESS (the ?Adviser?/so called ?JOSEPH?). RECITALS WHEREAS, Joseph serves as the Chairman of the Board of Directors in the company; WHEREAS, Joseph intend to retire for pension at the end of this month; WHEREAS, the Company desires to engag

Management and Operations Agreemen between Sheffa Enterprises Inc. and the Company (incorporated by reference from Form 8-K filed July 7, 2022)

EX-10.2 3 ea162555ex10-2raphael.htm MANAGEMENT AND OPERATIONS AGREEMENT, DATED AS OF JULY 5, 2022, BETWEEN SHEFFA ENTERPRISES INC. AND THE COMPANY Exhibit 10.2 This MANAGEMENT AND OPERATIONS AGREEMENT (this “Agreement”) is made as of JULY 5th 2022, by and between Raphael Pharmaceutical ltd. (the “Company”), and Sheffa Enterprises, INC., a New Jersey corporation/ Shlomo Pilo (the “Manager”). RECITA

Operations Agreement between Guy Ofir & Co. SRL and the Company (incorporated by reference from Form 8-K filed July 7, 2022)

EX-10.3 4 ea162555ex10-3raphael.htm OPERATIONS AGREEMENT, DATED AS OF JULY 5, 2022, BETWEEN GUY OFIR & CO. SRL AND THE COMPANY Exhibit 10.3 This OPERATIONS AGREEMENT (this “Agreement”) is made as of JULY 5th ,2022, by and between Raphael Pharmaceutical ltd. (the “Company”), and Guy Ofir & Co. SRL a Romanian Company no. J40/1123/2007 OR ADV’ GUY OFIR I.D. 172910400069 (the “CFO, Legal Adviser & Dir

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 7, 2022 (June 30, 2022) RAPHAEL PHARMACEUTICAL INC.

Service Agreement, dated as of July 5, 2022, between Dr. Igal Louria Hayon and the Company

Exhibit 10.4 This SERVICE AGREEMENT (this ?Agreement?) is made as of 5th of July, 2022, by and between Raphael Pharmaceutical INC. (the ?Company?),, and DR. IGAL LOURIA HAYON (the ?CTO?/so called ?IGAL?). RECITALS WHEREAS, the Company desires to engage IGAL to be the Chief Technology officer (so called: ?CTO?) & DIRECTOR of the company, and IGAL desires to be the CTO & board Member on the terms se

Letter from Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, addressed to the Securities and Exchange Commission, dated July 7, 2022

Exhibit 16.1 July 7, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 - 7561 Dear Sirs/Madams: We have read Item 4.01 of Raphael Pharmaceutical Inc.’s Form 8-K dated July 7, 2022, and are in agreement with the statements contained in Item 4.01.(a). We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Brightman Almagor Z

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605 July 6, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Raphael Pharmaceutical Inc. (CIK 0001415397) Registration Statement on Form S-1 File No. 333-265878 Request for Acceleration of Effective Date De

As filed with the Securities and Exchange Commission on June 28, 2022

As filed with the Securities and Exchange Commission on June 28, 2022 Registration No.

Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) RAPHAEL PHARMACEUTICAL INC.

As filed with the Securities and Exchange Commission on May 26, 2022

As filed with the Securities and Exchange Commission on May 26, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raphael

Description of Securities (incorporated by reference from our Annual Report on Form 10-K filed March 30, 2022).

Exhibit 4.1 DESCRIPTION OF SECURITIES Under the Articles of Incorporation, as amended (the ?Articles?), of Raphael Pharmaceutical Inc. (the ?Company?), the Company is authorized to issue up to twenty-one million twenty thousand five hundred sixty (21,020,560) shares of Class A common stock, par value $0.01 per share (the ?Common Stock?). The following is a summary of some of the terms of the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-53002 Raphael Pharmaceutical Inc. (Exact

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605 November 29, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Raphael Pharmaceutical Inc. (CIK 0001415397) Registration Statement on Form S-1 File No. 333-260766 Request for Acceleration of Effective Da

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605

CORRESP 1 filename1.htm Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605 November 24, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Joshua Gorsky and Joe McCann Re: Raphael Pharmaceutical Inc. Registration Statement on Form S-1 Filed November 4, 2021 File No. 333-2607

As filed with the Securities and Exchange Commission on November 24, 2021

As filed with the Securities and Exchange Commission on November 24, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-53002 Raph

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

Power of Attorney (included on signature page)

As filed with the Securities and Exchange Commission on November 4, 2021 Registration No.

As filed with the Securities and Exchange Commission on September 23, 2021.

As filed with the Securities and Exchange Commission on September 23, 2021. File No. 000-53002 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Raphael Pharmaceutical Inc. (Exact name of registrant as specified in charter) Nevada 26-0204284

Restated Certificate of Incorporation (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 3.1

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605 September 23, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, DC 20549 Attention: Abby Adams and Suzanne Hayes Re: Raphael Pharmaceutical Inc. Amendment No. 2 to Registration Statement on Form 10-12G Filed July 29, 2021 File No. 000-53002 Dear Mes

Restated Certificate of Incorporation.

Exhibit 3.1

Consulting Agreement with Sheffa Enterprises, Inc. (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 10.3

Services Agreement for Finance Services between Raphael Pharmaceutical Ltd. and Shimony Yosef Certified Public Accountant (Isr.) (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 10.4

Sponsored Research Agreement with Rambam Med-Tech Ltd. (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 10.6

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605 September 2, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, DC 20549 Attention: Abby Adams and Suzanne Hayes Re: Raphael Pharmaceutical Inc. Registration Statement on Form 10-12G Filed July 29, 2021 File No. 000-53002 Dear Messrs. Adams and Hayes

Share Exchange Agreement by and between Easy Energy, Inc. and Raphael Pharmaceutical Ltd. (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 10.1

As filed with the Securities and Exchange Commission on September 2, 2021.

As filed with the Securities and Exchange Commission on September 2, 2021. File No. 000-53002 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Raphael Pharmaceutical Inc. (Exact name of registrant as specified in charter) Nevada 26-0204284 (

Letter from Weinstein International. C.P.A. to the SEC, dated July 2, 2021 (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 16.1 July 2, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 14 of Form 10 of Raphael Pharmaceutical Inc., dated July 2, 2021, and agree with the statements concerning our firm contained therein. Tel Aviv, Israel /s/ Weinstein International. C.P.A. July 2, 2021

List of Subsidiaries (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 21.1 List of subsidiaries of the Raphael Pharmaceutical Inc. Raphael Pharmaceutical Ltd., incorporated under the laws of Israel.

Bylaws (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 3.2

Contractual Agreement between Raphael Pharmaceutical Ltd. and Way of Life Cannabis Ltd. (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 10.5

Form of Indemnification Agreement (incorporated by reference from Amendment No. 2 to our registration statement on Form 10 filed September 23, 2021)

Exhibit 10.2

List of Subsidiaries.

Exhibit 21.1 List of subsidiaries of the Raphael Pharmaceutical Inc. Raphael Pharmaceutical Ltd., incorporated under the laws of Israel.

Sponsored Research Agreement with Rambam Med-Tech Ltd.

Exhibit 10.6

Letter from Weinstein International. C.P.A. to the SEC, dated July 2, 2021

Exhibit 16.1 July 2, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 14 of Form 10 of Raphael Pharmaceutical Inc., dated July 2, 2021, and agree with the statements concerning our firm contained therein. Tel Aviv, Israel /s/ Weinstein International. C.P.A. July 2, 2021

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Raphael Pharmaceutical Inc. (Exact name of registrant as spec

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Raphael Pharmaceutical Inc. (Exact name of registrant as specified in charter) Nevada 26-0204284 (State or other jurisdiction of incorporation or registration) (I.R.S. Employer Identification No.) 4 Lui Paster,

Services Agreement for Finance Services between Raphael Pharmaceutical Ltd. and Shimony Yosef Certified Public Accountant (Isr.)

Exhibit 10.4

Consulting Agreement with Sheffa Enterprises, Inc.

Exhibit 10.3

Share Exchange Agreement by and between Easy Energy, Inc. and Raphael Pharmaceutical Ltd.

Exhibit 10.1

Restated Certificate of Incorporation.

Exhibit 3.1

EX-3.2

Exhibit 3.2

Contractual Agreement between Raphael Pharmaceutical Ltd. and Way of Life Cannabis Ltd.

Exhibit 10.5

Form of Indemnification Agreement.

Exhibit 10.2

Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605

RW 1 ea144165-rwraphael.htm FORM RW Raphael Pharmaceutical Inc. 4 Lui Paster Tel Aviv-Jaffa, Israel 6803605 July 13, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, DC 20549 Attention: Abby Adams and Suzanne Hayes Re: Raphael Pharmaceutical Inc. Registration Statement on Form 10-12G Filed May 14, 2021 File No. 000-530

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Raphael Pharmaceutical Inc. (Exact name of re

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Raphael Pharmaceutical Inc. (Exact name of registrant as specified in charter) Nevada 26-0204284 (State or other jurisdiction of incorporation or registration) (I.R.S. Employer Identification

Restated Certificate of Incorporation.

Exhibit 3.1

Letter from Weinstein International. C.P.A. to the SEC, dated July 2, 2021

Exhibit 16.1 July 2, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 14 of Form 10 of Raphael Pharmaceutical Inc., dated July 2, 2021, and agree with the statements concerning our firm contained therein. Tel Aviv, Israel /s/ Weinstein International. C.P.A. July 2, 2021

List of Subsidiaries.

Exhibit 21.1 List of subsidiaries of the Raphael Pharmaceutical Inc. Raphael Pharmaceutical Ltd., incorporated under the laws of Israel.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Easy Energy Inc. (Exact name of registrant as specified in ch

10-12G 1 ea140873-1012geasyenergy.htm GENERAL FORM FOR REGISTRATION OF SECURITIES U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Easy Energy Inc. (Exact name of registrant as specified in charter) Nevada 26-0204284 (State or other jurisdiction of incorporati

Services Agreement for Finance Services between Raphael Pharmaceutical Ltd. and Shimony Yosef Certified Public Accountant (Isr.)

Exhibit 10.4

Sponsored Research Agreement with Rambam Med-Tech Ltd.

Exhibit 10.6

Contractual Agreement between Raphael Pharmaceutical Ltd. and Way of Life Cannabis Ltd.

Exhibit 10.5

Share Exchange Agreement by and between Easy Energy, Inc. and Raphael Pharmaceutical Ltd.

Exhibit 10.1

Restated Certificate of Incorporation.

Exhibit 3.1

EX-3.2

Exhibit 3.2

Consulting Agreement with Sheffa Enterprises, Inc.

Exhibit 10.3

Form of Indemnification Agreement.

Exhibit 10.2

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - EASY ENERGY 8K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 29, 2013 EASY ENERGY, INC (Exact name of registrant as specified in its charter) Nevada 000-53002 26-0204284 (State or Jurisdiction (Commission (IRS Employer of Incorporation) Fil

May 28, 2013

May 28, 2013 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Easy Energy, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 ¨ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53002 EASY E

ASSIGNMENT AGREEMENT

ASSIGNMENT AGREEMENT THIS AGREEMENT is effective on this clay of 15/8, 2007 (the "Effective Date").

As filed with the Securities and Exchange Commission on ____________, 2007

As filed with the Securities and Exchange Commission on , 2007 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EASY ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 3577 26-0204284 State or jurisdiction of inception or organization (Primary Standard Industrial Classi

Borrower Lender /s/ Emanuel Cohen /s/ Guy Ofir Easy Energy, Inc Mr. Guy Ofir Secretary - EMANUEL COHEN

EASY ENERGY INC. 49 HA'AROSHET ST, P.O. BOX 6409 KARMIEL 20100, Israel. Demand Promissory Note Amount: $300 Due: On Demand not earlier than 12 months after the date of this loan. FOR VALUE RECEIVED, the undersigned, Easy Energy, Inc (the “Borrower”), of 49 Ha’aroshet St. P.O.Box 6409, Karmiel 20100, Israel, hereby acknowledges itself indebted to Mr. Gay Ofir (the “Lender”) and promises to pay on d

Certificate of Amendment

ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.

5.10 Further Assurances. Upon request from time to time, the undersigned shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of the Company or its counse

Easy Energy, Inc. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION SECTION 1. 1.1 Subscription. (a) The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase shares (the “Shares”) of the common stock (the “Common Stock”) of Easy Energy, Inc, a Nevada corporation (the "Company") in a transaction exempt from the registration requirement

EX-4

BY-LAWS EASY ENERGY, INC. (the “Corporation”) * * * * * * * * * * * ARTICLE I

BY-LAWS OF EASY ENERGY, INC. (the “Corporation”) * * * * * * * * * * * ARTICLE I Offices The Corporation may have offices at such other places, both within and without the State of Nevada, as the Board of Directors may determine and designate from time to time or the business of the Corporation requires. ARTICLE II Books The books and records of the Corporation may be kept (except as otherwise pro