Can-Fite outlines $8.3M private warrant deal

Can-Fite BioPharma Ltd. details a Rule 506(b) exempt warrant offering totaling $8.3 million in exercise value with proceeds earmarked for R&D and clinical trials.

Rhea-AI Filing Summary

Can-Fite BioPharma Ltd. (CANF) filed a Form D for a Regulation D, Rule 506(b) exempt offering involving warrants. The notice covers investor warrants for 3,183,476 shares at $2.50 per share and placement agent warrants for 111,422 shares at $3.125 per share. The stated total offering amount is $8,306,884, which equals the aggregate exercise price of these new warrants if exercised in full. H.C. Wainwright & Co., LLC is the placement agent and is entitled to a 7% cash fee and 1% management fee on warrant exercise proceeds, plus $25,000 in non-accountable and $50,000 in accountable expenses. Can-Fite expects to use any proceeds for research and development, clinical trials, and other working capital and general corporate purposes, and states that no proceeds are expected to be paid to executive officers, directors or promoters.

Filing Explained

The Form D records the warrant offering as fully sold, but it covers rights to acquire shares rather than shares issued on exercise; if exercised, the added shares would reduce existing holders’ percentage ownership.

Key Figures

Total offering amount: $8,306,884 Investor warrants: 3,183,476 warrants at $2.50 per share Placement agent warrants: 111,422 warrants at $3.125 per share +4 more

7 metrics

Total offering amount $8,306,884 Equals the aggregate exercise price of new warrants if exercised in full

Investor warrants 3,183,476 warrants at $2.50 per share Warrants issued September 3, 2026

Placement agent warrants 111,422 warrants at $3.125 per share Warrants issued to H.C. Wainwright & Co., LLC

Cash fee rate 7% Cash fee to H.C. Wainwright on warrant exercise proceeds

Management fee rate 1% Management fee to H.C. Wainwright on warrant exercise proceeds

Non-accountable expenses $25,000 Payable to H.C. Wainwright

Accountable expenses $50,000 Payable to H.C. Wainwright

Key Terms

Rule 506(b), Regulation D, warrants, non-accountable expenses, +2 more

6 terms

Rule 506(b) regulatory

"Rule 506(b) is selected as the federal exemption"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"Certifying that, if the issuer is claiming a Regulation D exemption"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

warrants financial

"Form D covers wts issued 9/3/26: investor wts and PA wts"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

non-accountable expenses financial

"In addition, $25,000 for non-accountable expenses"

accountable expenses financial

"and $50,000 for accountable expenses"

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the size of Can-Fite BioPharma (CANF)'s exempt warrant offering?

The notice states a total offering amount of $8,306,884, equal to the aggregate exercise price of the new warrants if exercised in full. This reflects the potential proceeds tied to the investor and placement agent warrants described in the filing.

What securities are being offered in Can-Fite (CANF)'s Form D filing?

Can-Fite reports offering equity-linked securities, specifically investor warrants for 3,183,476 shares at $2.50 per share and placement agent warrants for 111,422 shares at $3.125 per share, plus the underlying securities issuable upon exercise.

Under which exemption is Can-Fite (CANF) conducting this offering?

The company relies on Regulation D Rule 506(b) as the federal exemption for this private offering, as indicated in the exemption section of the notice.

How does Can-Fite (CANF) plan to use proceeds from this warrant offering?

Can-Fite expects to use any proceeds for research and development, clinical trials, and other working capital and general corporate purposes, and states that no proceeds are expected to be paid to executive officers, directors, or promoters.

What compensation will H.C. Wainwright receive in the Can-Fite (CANF) transaction?

H.C. Wainwright & Co., LLC is entitled to a 7% cash fee and 1% management fee on warrant exercise proceeds, plus $25,000 for non-accountable expenses and $50,000 for accountable expenses. It also receives placement agent warrants included in the offering.

Has any portion of the Can-Fite (CANF) offering amount been sold?

The filing lists Total Amount Sold as $8,306,884 and Total Remaining to be Sold as $0, with a note that the total offering amount equals the exercise price of the new warrants if exercised in full.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 05:00 PM Accepted by SEC EDGAR 09/10/2026 - 05:00 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001536196

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Can-Fite BioPharma Ltd.

Jurisdiction of Incorporation/Organization

ISRAEL

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	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
26 BEN GURION STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
RAMAT GAN	ISRAEL	5257346	+972 (3) 924-1114

3. Related Persons

Last Name	First Name	Middle Name
Farbstein	Motti
Street Address 1	Street Address 2
c/o Can-Fite BioPharma Ltd.	26 Ben Gurion Street
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5257346

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

Last Name	First Name	Middle Name
Fishman	Pnina
Street Address 1	Street Address 2
c/o Can-Fite BioPharma Ltd.	26 Ben Gurion Street
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5257346

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Chairman of the Board and Chief Scientific Officer

Last Name	First Name	Middle Name
Fishman	Sari
Street Address 1	Street Address 2
c/o Can-Fite BioPharma Ltd.	26 Ben Gurion Street
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5257346

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice President of Business Development

Last Name	First Name	Middle Name
Regev	Guy
Street Address 1	Street Address 2
c/o Can-Fite BioPharma Ltd.	26 Ben Gurion Street
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5257346

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sartani	Abraham
Street Address 1	Street Address 2
c/o Can-Fite BioPharma Ltd.	26 Ben Gurion Street
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5257346

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bornstein	Yoseph
Street Address 1	Street Address 2
c/o Can-Fite BioPharma Ltd.	26 Ben Gurion Street
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5257346

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tamir	Ilan
Street Address 1	Street Address 2
c/o Can-Fite BioPharma Ltd.	26 Ben Gurion Street
City	State/Province/Country	ZIP/PostalCode
Ramat Gan	ISRAEL	5257346

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

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

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

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-02				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

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

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		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? 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 None
H.C. Wainwright & Co., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 Park Avenue	3rd Floor
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$8,306,884	USD	or Indefinite
Total Amount Sold	$8,306,884	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Form D covers wts issued 9/3/26: investor wts (3,183,476 @ $2.50/share) and PA wts (111,422 at $3.125/share). Excludes exercise of warrants issued March 2026. Total offering amount equals exercise price of new wts if exercised in full.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the 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 & Finder's 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	$278,554	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

7% cash fee + 1% mgmt. fee to HCW on warrant exercise proceeds. In addition, $25,000 for non-accountable expenses and $50,000 for accountable expenses. HCW agent warrants included in Item 13.

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

Estimate

Clarification of Response (if Necessary):

Issuer expects to use any proceeds for funding research and development and clinical trials and for other working capital and general corporate purposes.. No proceeds are expected to be paid to executive officers, directors, or promoters.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Can-Fite BioPharma Ltd.	/s/ Motti Farbstein	Motti Farbstein	Chief Executive Officer	2026-09-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.