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thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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.
Exhibit
Index
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 2, 2026 |
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