UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the Month of September 2026
001-36203
(Commission File Number)
CAN-FITE BIOPHARMA LTD.
(Exact name of Registrant as specified in its charter)
26 Ben Gurion Street
Ramat Gan 5257346 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
This
Report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File Nos. 333-227753, 333-271384 and 333-278525)
and Form F-3 (File Nos. 333-236064, 333-274316, 333-262055, 333-276000, 333-281872, 333-294760 and 333-298625),
to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports
subsequently filed or furnished.
On
September 2, 2026, Can-Fite Biopharma Ltd. (the “Company”) entered into an inducement offer letter agreement (the “Inducement
Letter”) with a certain holder (the “Holder”) of certain of the Company’s existing warrants to purchase up to
1,591,738 of the Company’s American Depositary Shares (“ADS”), each ADS representing two ordinary shares, no par value,
issued on March 5, 2026 at an exercise price of $5.00 per ADS (the “Existing Warrants”).
Pursuant
to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 1,591,738 of the Company’s
ADSs at a reduced exercise price of $2.50 per ADS in consideration of the Company’s agreement to issue new warrants to purchase
ADSs (the “New Warrants”), as described below, to purchase up to an aggregate of 3,183,476 ADSs (the “New Warrant Shares”),
at an exercise price of $2.50 per ADS. The Company expects to receive aggregate gross proceeds of approximately $4.0 million from the
exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by the Company.
The
Company has engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection
with the transactions contemplated by the Inducement Letter and has agreed to pay the Placement Agent a cash fee equal to 7.0% of the
aggregate gross proceeds received from the Holder’s exercise of the Existing Warrants, as well as a management fee equal to 1.0%
of the gross proceeds from the exercise of the Existing Warrants. The Company has also agreed to issue to the Placement Agent or its designees
warrants (the “Placement Agent Warrants”) to purchase up to 111,422 ADSs (representing 7.0% of the Existing Warrants being
exercised) which will have the same terms as the New Warrants except that the Placement Agent Warrants will have an exercise price equal
to $3.125 per ADS (125% of the reduced exercise price of the Existing Warrants). Similar to the New Warrants, the Placement Agent Warrants
will be immediately exercisable from the date of issuance until the two year anniversary of the effective date of the Resale Registration
Statement (as defined below). In addition, the Company has also agreed to pay the Placement Agent $75,000 for non-accountable expenses
and other out-of-pocket expenses and $15,950 for clearing fees.
The
closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about September 3, 2026 (the “Closing
Date”), subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from these transactions
for funding research and development and clinical trials and for other working capital and general corporate purposes.
The
ADSs representing the Company’s ordinary shares underlying the Existing Warrants have been registered pursuant to an existing registration
statement on Form F-3 (File No. 333-294760), declared effective by the Securities and Exchange Commission (the “SEC”) on
April 3, 2026.
The
Company also agreed to file a registration statement on Form F-3 (or other appropriate form if the Company is not then Form F-3 eligible)
providing for the resale of the New Warrant Shares representing the Company’s ordinary shares issued or issuable upon the exercise
of the New Warrants (the “Resale Registration Statement”), as soon as practicable after the Closing Date, and to use commercially
reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 90 days following the date of the Inducement
Letter and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns any New Warrants
or New Warrant Shares. In the Inducement Letter, the Company agreed not to issue any ADSs, ordinary shares or ordinary share equivalents
or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until 30 days after the Closing
Date. The Company also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Letter) until
one (1) year after the Closing Date (subject to an exception).
The
New Warrants, Placement Agent Warrants, the New Warrant Shares and the ADSs issuable upon the exercise of the Placement Agent Warrants
are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”). The Holder has represented that it is an accredited investor as defined in Rule 501
of the Securities Act and has acquired such securities for their own account and has no arrangements or understandings for any distribution
thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising. The New
Warrants, Placement Agent Warrants, the New Warrant Shares and the ADSs issuable upon the exercise of the Placement Agent Warrants have
not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold
in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements
of the Securities Act and such applicable state securities laws.
This
Report on Form 6-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Terms of the New Warrants
The
following summary of certain terms and provisions of the New Warrants is not complete and is subject to, and qualified in its entirety
by, the provisions of the New Warrants, the form of which is filed as Exhibit 10.2 to this Report on Form 6-K and is incorporated herein
by reference. The following description of the New Warrants is qualified in its entirety by reference to such exhibit.
Duration
and Exercise Price
Each
New Warrant will have an exercise price equal to $2.50 per ADS. The New Warrants will be immediately exercisable from the date of issuance
until the two year anniversary of the effective date of the Resale Registration Statement. The exercise price and number of New Warrant
Shares issuable upon exercise of the New Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits,
subsequent rights offerings, pro rata distributions, reorganizations, or similar events affecting our ADSs or ordinary shares and the
exercise price.
Exercisability
The
New Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise as discussed
below). A holder (together with its affiliates) may not exercise any portion of such holder’s New Warrants to the extent that the
holder would own more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding ordinary shares (including ADSs representing
ordinary shares) immediately after exercise, except that upon prior notice from the holder to us, the holder may increase or decrease
the amount of ownership of outstanding ordinary shares (including ADSs representing ordinary shares) after exercising the holder’s
New Warrants up to 9.99% of the number of our ordinary shares (including ADSs representing ordinary shares) outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the New Warrants, provided that
any increase will not be effective until 61 days following notice to us.
Cashless
Exercise
If,
at the time a holder exercises its New Warrants, a registration statement registering the resale of the New Warrant Shares by the holder
under the Securities Act is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made
to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either
in whole or in part), the net number of ADSs determined according to a formula set forth in the New Warrants.
Trading
Market
There
is no established trading market for the New Warrants, and the Company does not expect an active trading market to develop. The Company
does not intend to apply to list the New Warrants on any securities exchange or other trading market. Without a trading market, the liquidity
of the New Warrants will be extremely limited.
Rights
as a Shareholder
Except
as otherwise provided in the New Warrants or by virtue of the holder’s ownership of our ADSs, such holder of New Warrants does not
have the rights or privileges of a holder of our ADSs or ordinary shares, including any voting rights, until such holder exercises such
holder’s New Warrants. The New Warrants will provide that the holders of the New Warrants have the right to participate in distributions
or dividends paid on our ADSs or ordinary shares.
Fundamental
Transactions
If at any time the New Warrants
are outstanding, the Company, either directly or indirectly, in one or more related transactions effects a Fundamental Transaction (as
defined in the New Warrant), a holder of New Warrants will be entitled to receive, upon exercise of the New Warrants, the kind and amount
of securities, cash or other property that such holder would have received had they exercised the New Warrants immediately prior to the
Fundamental Transaction. As an alternative, and at the holder’s option in the event of a Fundamental Transaction, exercisable at
any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public
announcement of the applicable Fundamental transaction), the Company shall purchase the unexercised portion of the New Warrant from the
holder by paying to the holder an amount of cash equal to the Black Scholes Value (as defined in the New Warrant) of the remaining unexercised
portion of the New Warrant on the date of the consummation of such Fundamental Transaction.
Waivers
and Amendments
The
New Warrants may be modified or amended or the provisions of the New Warrants waived with ours and the holder’s written consent.
The
forms of Inducement Letter, New Warrants and Placement Agent Warrants are attached as Exhibits 10.1, 10.2 and 10.3, respectively. The
description of the terms of the Inducement Letter, the New Warrants and the Placement Agent Warrants are not intended to be complete and
are qualified in its entirety by reference to such exhibits. The Inducement Letter contains customary representations, warranties and
covenants by us which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the
parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
Press Release
On September 2, 2026, the
Company issued a press release entitled “Can-Fite Announces Exercise of Warrants for Approximately $4.0 Million in Gross Proceeds”,
which was included as an exhibit to a Report of Foreign Private Issuer on Form 6-K filed with the SEC on the same day.
Warning Concerning
Forward Looking Statements
This
Report on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs
or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons
which are beyond the Company’s control. For example, this Report on Form 6-K states that the closing of the offering is expected
to close on or about September 3, 2026. In fact, the closing of the offering is subject to various conditions and contingencies as are
customary in similar purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do
not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward
looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements
in order to reflect any event or circumstance that may arise after the date of this Report on Form 6-K.
Exhibit Index
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Inducement Letter |
| 10.2 |
|
Form of New Warrant |
| 10.3 |
|
Form of Placement Agent Warrant |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
CAN-FITE BIOPHARMA LTD. |
| |
|
|
| Date: September 3, 2026 |
By: |
/s/ Motti Farbstein |
| |
|
Motti Farbstein |
| |
|
Chief Executive Officer
and Chief Financial Officer |
