Can-Fite (CANF) reprices 16.7M ADS warrants in standstill waiver deal

Rhea-AI Filing Summary

Can-Fite BioPharma Ltd. changed the terms of an existing warrant package covering 16,666,666 American Depositary Shares. On November 18, 2025, the company agreed with the warrant holder to lower the exercise price on these warrants from $0.60 per ADS to $0.467 per ADS. In exchange, the holder waived certain standstill provisions, which had limited its actions in relation to the company. This adjustment makes it cheaper for the holder to exercise the warrants while releasing the company from the prior standstill constraints.

Insights

Capital markets & dilution analyst

Can-Fite reprices a large warrant block in exchange for a standstill waiver.

Can-Fite BioPharma reduced the exercise price on warrants for 16,666,666 ADSs from $0.60 per ADS to $0.467 per ADS. This makes exercising the warrants less expensive for the existing holder, which can increase the likelihood that these warrants are exercised if market conditions align.

In return, the warrant holder waived certain standstill provisions that previously restricted its actions. The change reshapes the balance between potential future equity issuance at a lower price and governance or control-related limits on the holder. The net effect for shareholders depends on how and when the warrant holder chooses to exercise these repriced warrants.

FAQ

What did Can-Fite BioPharma Ltd. (CANF) announce in this Form 6-K?

Can-Fite BioPharma Ltd. entered into an agreement on November 18, 2025 to change the terms of existing warrants covering 16,666,666 ADSs by lowering their exercise price in exchange for the holder waiving certain standstill provisions.

How many Can-Fite (CANF) ADSs are covered by the repriced warrants?

The warrants cover 16,666,666 American Depositary Shares (ADSs) of Can-Fite BioPharma Ltd.

What is the new exercise price of the Can-Fite (CANF) warrants?

The exercise price of the warrants was reduced from $0.60 per ADS to $0.467 per ADS.

Why did Can-Fite agree to lower the warrant exercise price?

The company lowered the exercise price as consideration for the warrant holder’s waiver of certain standstill provisions that had restricted the holder’s actions regarding the company.

Do these warrant changes provide immediate cash proceeds to Can-Fite (CANF)?

The content describes only the change in exercise price and waiver of standstill provisions; it does not state that any warrants were exercised or that cash proceeds were received at this time.

How is this Form 6-K used in Can-Fite’s existing registration statements?

This report is incorporated by reference into Can-Fite’s Form S-8 and Form F-3 registration statements, becoming part of those documents from the date it is submitted, unless later superseded.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 11/21/2025 - 04:30 PM Learn about SEC filing dates

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 November 2025

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 of Foreign Private Issuer 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 and 333-281872), 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.

CONTENTS

On November 18, 2025, Can-Fite BioPharma Ltd. (the “Company”) entered into an agreement with the holder of warrants to purchase 16,666,666 American Depositary Shares (“ADSs”) previously issued on July 29, 2025, pursuant to which in consideration for the holder’s waiver of certain standstill provisions, the Company reduced the exercise price of such warrants from $0.60 per ADS to $0.467 per ADS.

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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: November 21, 2025	By:	/s/ Motti Farbstein
		Motti Farbstein
		Chief Executive Officer and Chief Financial Officer

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