Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Service Agreement with Chief Technology Officer
On July 5, 2022, the Company executed service agreement, or the Hayon Service
Agreement, with Dr. Igal Louria Hayon, the Company's Chief Technology Officer,
pursuant to which Dr. Hayon will provide services to the Company.
Pursuant to the Hayon Service Agreement, the Company agreed to pay to Dr. Hayon,
during the period commencing on July 1, 2022 until December 31, 2022, a monthly
fee of $9,000. In addition, the Company will grant Dr. Hayon a warrant to
purchase 990,000 shares of common stock, at an exercise price of $0.01 per
share, which shall expire on July 5, 2024, and in the event the Company will
apply for any clinical trial of cannabis-based treatment or will begin any other
new cannabis related research, the Corporation will grant Dr. Hayon a warrant to
purchase 350,000 shares of common stock at an exercise price of $0.01.
The Corporation will also pay Dr. Hayon 15% of the net royalty income that the
Company may generate from worldwide sales of its medical cannabis CBD oil
indications for the treatment of COVID-19 patients, and 15% of the net royalty
income that the Company may generate from sales of its medical cannabis
indication molecules for treating Rheumatoid Arthritis (RA).
The Hayon Service Agreement expires on December 31, 2023. The Company may
terminate the Hayon Service Agreement prior to the expiration of its term upon
120 days advance notice and the payment to Dr. Hayon of a termination fee equal
to the monthly fees payable through the expiration of its term.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Service Agreement, dated as of July 5, 2022, between Dr. Igal Louria
Hayon and the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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RAPHAEL PHARMACEUTICAL INC. 
