RAPHAEL PHARMACEUTICAL INC

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.