Certificate of Incorporation/Bylaws Form 8 K

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.