Small Company Offering and Sale of Securities Without Registration (d)

x NoneEntity Type

0001536196

x Corporation

o Limited Partnership

o Limited Liability Company

o General Partnership

o Business Trust

o Other

Name of Issuer

Can-Fite BioPharma Ltd.

Jurisdiction of Incorporation/OrganizationISRAEL

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
Can-Fite BioPharma Ltd.

Street Address 1		Street Address 2
10 BAREKET STREET, KIRYAT MATALON

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
PETACH TIKVA	ISRAEL	4951778	972 39241114

3. Related Persons

Last Name	First Name	Middle Name
Cohn	Ilan

Street Address 1	Street Address 2
10 Bareket Street, Kiryat Matalon	PO Box 7537

City	State/Province/Country	ZIP/Postal Code
Petach Tikva	ISRAEL	4951778

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Fishman	Pnina

Street Address 1	Street Address 2
10 Bareket Street, Kiryat Matalon	PO Box 7537

City	State/Province/Country	ZIP/Postal Code
Petach Tikva	ISRAEL	4951778

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Bornstein	Yossi

Street Address 1	Street Address 2
10 Bareket Street, Kiryat Matalon	PO Box 7537

City	State/Province/Country	ZIP/Postal Code
Petach Tikva	ISRAEL	4951778

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Farbstein	Motti

Street Address 1	Street Address 2
10 Bareket Street, Kiryat Matalon	PO Box 7537

City	State/Province/Country	ZIP/Postal Code
Petach Tikva	ISRAEL	4951778

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Regev	Guy

Street Address 1	Street Address 2
10 Bareket Street, Kiryat Matalon	PO Box 7537

City	State/Province/Country	ZIP/Postal Code
Petach Tikva	ISRAEL	4951778

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Sartani	Abraham

Street Address 1	Street Address 2
10 Bareket Street, Kiryat Matalon	PO Box 7537

City	State/Province/Country	ZIP/Postal Code
Petach Tikva	ISRAEL	4951778

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Goldman	Yaacov

Street Address 1	Street Address 2
10 Bareket Street, Kiryat Matalon	PO Box 7537

City	State/Province/Country	ZIP/Postal Code
Petach Tikva	ISRAEL	4951778

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		x	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	o	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2021-12-20

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	o	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	x	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	o	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 0 USD

12. Sales Compensation

Recipient			Recipient CRD Number	o	None
H.C. Wainwright & Co., LLC			375
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None

Street Address 1			Street Address 2
430 PARK AVENUE			4TH FLOOR

City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10022

State(s) of Solicitation	o	All States	o	Foreign/Non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$ 10000000 USD	o Indefinite
Total Amount Sold	$ 10000000 USD
Total Remaining to be Sold	$ 0 USD	o Indefinite

Clarification of Response (if Necessary)

The warrants and shares underlying the warrants, the subject matter of this Form D, were issued in connection with the immediate exercise of certain warrants to purchase up to an aggregate of 150,000,000 ordinary shares represented by 5,000,000 ADSs.

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	1

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$ 700000 USD	o	Estimate
Finders' Fees	$ 0 USD	o	Estimate

Clarification of Response (if Necessary)

H.C. Wainwright is also entitled to non-accountable expense reimbursement of $75,000 and warrants to purchase an aggregate of 350,000 ADSs exercisable at $2.00 per ADS for five years.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD

Can Fite BioPharma (AMEX:CANF)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024