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 July 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 registrantfiles or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

This Form 6-K including the press release attachedhereto is 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, and 333-262055),to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequentlyfiled or furnished.

 

 

 

 

 

 

On July 28, 2025, Can-Fite BioPharma Ltd.issued a press release entitled “Can-Fite Announces Up To $15.0 Million Public Offering”. A copy of this press releaseis furnished herewith as Exhibit 99.1.

 

ExhibitIndex

 

Exhibit No.   Description
99.1   Press Release dated July 28, 2025

 

1

 

 

SIGNATURES

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

  Can-Fite BioPharma Ltd.
     
Date: July 28, 2025 By: /s/ Motti Farbstein
    Motti Farbstein
    Chief Executive Officer and
Chief Financial Officer

 

 

2

 

Exhibit 99.1

 

Can-Fite Announces Up To $15.0 Million Public Offering

 

$5.0 million upfront with up to an additional $10.0million of potential aggregate gross proceeds upon the exercise in full of short-term warrants

 

RAMAT GAN, Israel, July 28,2025 -- Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE: CANF) (“Can-Fite” or the “Company”), a clinical-stagebiotechnology company developing a pipeline of proprietary small molecule drugs for the treatment of cancer and inflammatory diseases,today announced the pricing of a public offering with a single institutional investor of 8,333,333 of the Company’s American DepositaryShares (“ADSs”) (or pre-funded warrants in lieu thereof), together with short-term warrants to purchase up to 16,666,666 ADSsat a combined public offering price of $0.60 per ADS (or pre-funded warrant in lieu thereof) and accompanying short-term warrants. Theshort-term warrants will have an exercise price of $0.60 per ADS, are exercisable upon issuance and will expire twenty-four months followingthe date of issuance. The offering is expected to close on or about July 29, 2025, subject to satisfaction of customary closing conditions.

 

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

 

The gross proceeds to theCompany from the offering, before deducting the placement agent’s fees and other offering expenses payable by the Company, are expectedto be approximately $5.0 million. The potential additional gross proceeds to the Company from the short-term warrants, if fully-exercisedon a cash basis, will be approximately $10.0 million. No assurance can be given that any of such short-term warrants will be exercised.Can-Fite intends to use the net proceeds for funding research and development and clinical trials and for other working capital and generalcorporate purposes.

 

The securities describedabove are being offered and sold by Can-Fite pursuant to a registration statement on Form F-1 (File No. 333-288890), which was declaredeffective by the U.S. Securities and Exchange Commission (the “SEC”) on July 28, 2025. The offering is being made only bymeans of a prospectus forming a part of the effective registration statement relating to the offering. A preliminary prospectus relatingto the offering has been filed with the SEC. Electronic copies of the final prospectus may be obtained, when available, on the SEC’swebsite at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phoneat (212) 856-5711 or e-mail at placements@hcwco.com.

 

This press release shallnot constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdictionin which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of anysuch 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-billiondollar markets in the treatment of cancer, liver, and inflammatory disease. The Company’s lead drug candidate, Piclidenoson recentlyreported 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 Phase2a study in pancreatic cancer. Namodenoson has been granted Orphan Drug Designation in the U.S. and Europe and Fast Track Designationas a second line treatment for HCC by the U.S. Food and Drug Administration. Namodenoson has also shown proof of concept to potentiallytreat other cancers including colon, prostate, and melanoma. CF602, the Company’s third drug candidate, has shown efficacy in thetreatment of erectile dysfunction. These drugs have an excellent safety profile with experience in over 1,600 patients in clinical studiesto date. For more information please visit: www.can-fite.com.

 

 

 

 

Forward-Looking Statements

 

This press release maycontain forward-looking statements, about Can-Fite’s expectations, beliefs or intentions regarding, among other things, its productdevelopment 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 identifiedby 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 bythe fact that these statements do not relate strictly to historical or current matters. For example, the Company is using forward-lookingstatements when it discusses the completion of the offering, the satisfaction of customary closing conditions related to the offering,the intended use of proceeds therefrom and the exercise of the short-term warrants prior to their expiration. Forward-looking statementsrelate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statementsrelate to matters that have not yet occurred, these statements are inherently subject to known and unknown risks, uncertainties and otherfactors 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 obtainadditional 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 abilityto advance our product candidates into clinical trials or to successfully complete our preclinical studies or clinical trials; our receiptof 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 othercorporate collaborations; the implementation of our business model and strategic plans for our business and product candidates; the scopeof protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability tooperate 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 politicaland security situation in Israel on our business. More information on these risks, uncertainties and other factors is included from timeto time in the “Risk Factors” section of Can-Fite’s Annual Report on Form 20-F filed with the SEC on April 14, 2025and other public reports filed with the SEC and in its periodic filings with the TASE. Existing and prospective investors are cautionednot to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Can-Fite undertakes no obligationto 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