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Can-Fite BioPharma Ltd. reported $405K in revenue and a $9.8M net loss for fiscal 2025. See the full CANF financial statements: income statement, balance sheet, cash flow and ratios, each column linked to its SEC filing.

Can-Fite to raise $4M from warrant exercise

Can-Fite BioPharma Ltd. (CANF) entered into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to 1,591,738 American Depositary Shares (ADSs).

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Can-Fite BioPharma Ltd. (CANF) entered into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to 1,591,738 American Depositary Shares (ADSs). The warrants, originally issued in March 2026 with an exercise price of $5.00 per ADS, will be exercised at a reduced price of $2.50 per ADS, under an effective Form F-3 registration statement. The transaction is expected to generate approximately $4.0 million in gross proceeds, with closing expected on or about September 3, 2026, subject to customary conditions.

In consideration for the cash exercise, Can-Fite will issue new unregistered warrants to purchase up to 3,183,476 ADSs at an exercise price of $2.50 per ADS, immediately exercisable until the twenty-four month anniversary of the effective date of a planned Resale Registration Statement. The company states it intends to use the net proceeds to fund research and development, clinical trials, and for other working capital and general corporate purposes.

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Warrants exercised 1,591,738 ADSs Aggregate ADSs subject to outstanding warrants agreed to be immediately exercised
Original exercise price $5.00 per ADS Exercise price of warrants issued by Can-Fite in March 2026 before reduction
Reduced exercise price $2.50 per ADS New exercise price for the outstanding warrants being immediately exercised
Expected gross proceeds $4.0 million Gross proceeds expected from immediate exercise of the warrants before fees and expenses
New warrants issued 3,183,476 ADSs ADSs underlying new unregistered warrants issued as consideration for cash exercise
New warrant exercise price $2.50 per ADS Exercise price of the new unregistered warrants
Resale registration period 24 months New warrants exercisable until twenty-four month anniversary of effective date of Resale Registration Statement
Warrants ADS ratio 2.0 ADS per old warrant equivalent New warrants to purchase 3,183,476 ADSs issued in exchange for exercise of warrants for 1,591,738 ADSs
American Depositary Shares financial
"outstanding warrants to purchase up to an aggregate of 1,591,738 American Depositary Shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
gross proceeds financial
"exercise of Warrants for Approximately $4.0 Million in Gross Proceeds"
The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.
private placement financial
"The new warrants described above were offered in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Resale Registration Statement regulatory
"until the twenty-four month anniversary of the effective date of the Resale Registration Statement"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
Orphan Drug Designation medical
"Namodenoson has been granted Orphan Drug Designation in the U.S. and Europe"
Orphan drug designation is a special status given to medicines developed to treat rare diseases affecting only a small number of people. This status often provides benefits like faster approval processes and financial incentives, making it more attractive for companies to develop these drugs. For investors, it signals potential for exclusive market rights and reduced competition, which can impact the drug’s profitability.
Fast Track Designation medical
"Fast Track Designation as a second line treatment for HCC by the U.S. Food and Drug Administration"
Fast track designation is a status the U.S. Food and Drug Administration grants to drugs intended to treat serious conditions and address an unmet medical need. It gives the developer more frequent communication with the FDA and can allow parts of the application to be reviewed on a rolling basis, and it may pave the way to priority review or accelerated approval. It can shorten development timelines, though it does not guarantee approval.

FAQ

What capital raise did CANF announce in the September 2026 Form 6-K?

Can-Fite announced an agreement for the immediate exercise of certain outstanding warrants to purchase up to 1,591,738 ADSs at a reduced exercise price of $2.50 per ADS, generating expected gross proceeds of approximately $4.0 million, subject to customary closing conditions.

How many new warrants is Can-Fite BioPharma (CANF) issuing in this transaction?

In consideration for the cash exercise of existing warrants, Can-Fite will issue new unregistered warrants to purchase up to 3,183,476 ADSs. These new warrants have an exercise price of $2.50 per ADS and are immediately exercisable until the twenty-four month anniversary of the effective date of the Resale Registration Statement.

What are the exercise prices of the old and new CANF warrants?

The outstanding warrants being exercised were originally issued with an exercise price of $5.00 per ADS and will now be exercised at a reduced price of $2.50 per ADS. The new unregistered warrants issued as consideration also carry an exercise price of $2.50 per ADS.

How much cash does Can-Fite BioPharma (CANF) expect to receive from the warrant exercise?

Can-Fite expects gross proceeds of approximately $4.0 million from the immediate exercise of the outstanding warrants, before deducting placement agent fees and offering expenses, with H.C. Wainwright & Co. acting as the exclusive placement agent.

How will CANF use the proceeds from the warrant exercise?

Can-Fite states it intends to use the net proceeds from the approximately $4.0 million warrant exercise for funding research and development and clinical trials and for other working capital and general corporate purposes.

Are the new CANF warrants and underlying ADSs registered with the SEC?

The new warrants and the ADSs issuable upon their exercise are being offered in a private placement and have not been registered under the 1933 Act. Can-Fite has agreed to file a Resale Registration Statement with the SEC covering the resale of the ADSs issuable upon exercise of the new warrants.

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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

 

 

 

 

 

 

The first six paragraphs of the press release attached hereto as Exhibit 99.1 are hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File No. 333-227753, 333-271384 and 333-278525) and Form F-3 (File Nos. 333-236064, 333-276000, 333-274316, 333-281872, 333-262055, and 333-294760), 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. issued a press release entitled “Can-Fite Announces Exercise of Warrants for Approximately $4.0 Million in Gross Proceeds”. A copy of this press release is furnished herewith as Exhibit 99.1.

 

1

 

 

Exhibit Index

 

Exhibit No.   Description
99.1   Press Release dated September 2, 2026

 

2

 

 

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.

 

Date: September 2, 2026 By: /s/ Motti Farbstein
    Motti Farbstein
    Chief Executive Officer and Chief Financial Officer

 

 

3

 

 

Exhibit 99.1

 

Can-Fite Announces Exercise of Warrants for Approximately $4.0 Million in Gross Proceeds

 

RAMAT GAN, Israel, Sept. 02, 2026 (GLOBE NEWSWIRE) -- Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE: CANF) (“Can-Fite” or the “Company”), a clinical-stage biotechnology company developing a pipeline of proprietary small molecule drugs targeting oncological and inflammatory diseases, today announced the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 1,591,738 American Depositary Shares (ADSs), having an exercise price of $5.00 per ADS, issued by Can-Fite in March 2026, at a reduced exercise price of $2.50 per ADS. The ADSs representing ordinary shares issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form F-3 (File No. 333-294760). The closing of the offering is expected to occur on or about September 3, 2026, subject to satisfaction of customary closing conditions.

 

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

 

In consideration for the immediate exercise of the warrants for cash, Can-Fite will issue new unregistered warrants to purchase up to 3,183,476 ADSs. The new warrants will have an exercise price of $2.50 per ADS, will be immediately exercisable until the twenty-four month anniversary of the effective date of the Resale Registration Statement.

 

The gross proceeds to Can-Fite from the exercise of the warrants are expected to be approximately $4.0 million, prior to deducting placement agent fees and offering expenses. The Company intends to use the net proceeds for funding research and development and clinical trials and for other working capital and general corporate purposes.

 

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and, along with the ADSs issuable upon exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. Can-Fite has agreed to file a registration statement with the SEC covering the resale of the shares of ADSs issuable upon exercise of the new warrants (the “Resale Registration Statement”).

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Can-Fite BioPharma Ltd.

 

Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE: CANF) is an advanced clinical stage drug development Company with a platform technology that is designed to address multi-billion dollar markets in the treatment of cancer, liver, and inflammatory disease. The Company’s lead drug candidate, Piclidenoson recently reported topline results in a Phase 3 trial for psoriasis and commenced a pivotal Phase 3 trial. Can-Fite’s liver drug, Namodenoson, is being evaluated in a Phase III trial for hepatocellular carcinoma (HCC), a Phase 2b trial for the treatment of MASH, and in a Phase 2a study in pancreatic cancer. Namodenoson has been granted Orphan Drug Designation in the U.S. and Europe and Fast Track Designation as a second line treatment for HCC by the U.S. Food and Drug Administration. Namodenoson has also shown proof of concept to potentially treat other cancers including colon, prostate, and melanoma. CF602, the Company’s third drug candidate, has shown efficacy in the treatment of erectile dysfunction. These drugs have an excellent safety profile with experience in over 1,600 patients in clinical studies to date. For more information please visit: www.canfite.com.

 

 

 

 

Forward-Looking Statements

 

This press release may contain forward-looking statements, about Can-Fite’s expectations, beliefs or intentions regarding, among other things, its product development efforts, business, financial condition, results of operations, strategies or prospects. All statements in this communication, other than those relating to historical facts, are “forward looking statements”. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. For example, the Company is using forward-looking statements when it discusses the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of proceeds therefrom. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to known and unknown risks, uncertainties and other factors that may cause Can-Fite’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements to differ materially from those anticipated in these forward-looking statements include, among other things, our market and other conditions, history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all; uncertainties of cash flows and inability to meet working capital needs; the initiation, timing, progress and results of our preclinical studies, clinical trials and other product candidate development efforts; our ability to advance our product candidates into clinical trials or to successfully complete our preclinical studies or clinical trials; our receipt of regulatory approvals for our product candidates, and the timing of other regulatory filings and approvals; the clinical development, commercialization and market acceptance of our product candidates; our ability to establish and maintain strategic partnerships and other corporate collaborations; the implementation of our business model and strategic plans for our business and product candidates; the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our business without infringing the intellectual property rights of others; competitive companies, technologies and our industry; risks related to not satisfying the continued listing requirements of NYSE American; and statements as to the impact of the political and security situation in Israel on our business. More information on these risks, uncertainties and other factors is included from time to time in the “Risk Factors” section of Can-Fite’s Annual Report on Form 20-F filed with the SEC on March 26, 2026 and other public reports filed with the SEC and in its periodic filings with the TASE. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Can-Fite undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

Contact

 

Can-Fite BioPharma
Motti Farbstein
info@canfite.com
+972-3-9241114

 

 

 

 

 

Filing Exhibits & Attachments

1 document