On January 9, 2020 Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE:CFBI), a biotechnology company with a pipeline of proprietary small molecule drugs that address cancer, liver and inflammatory diseases, reported the agreement by several accredited investors to exercise certain warrants to purchase up to an aggregate of 22,278,540 ordinary shares represented by 742,618 American Depositary Shares (ADSs) having exercise prices ranging from $12.90 to $78.75 per ADS issued by Can-Fite in September 2015, October 2015, March 2018, January 2019 and April 2019, at a reduced exercise price of $3.25 per ADSs (Press release, Can-Fite BioPharma, JAN 9, 2020, View Source [SID1234552919]).

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The ADSs and the ordinary shares issuable upon exercise of the warrants issued in March 2018, January 2019 and April 2019 are registered pursuant to a registration statement on Form F-1 (File No. 333-231209) which became effective by the Securities and Exchange Commission (SEC) on October 18, 2019 and the ADSs and the ordinary shares issuable upon exercise of the warrants issued in September 2015 and October 2015 are registered pursuant to a registration statement on Form F-3 (File No. 333-209037) which became effective on January 29, 2016. The gross proceeds to Can-Fite from the exercise of the warrants are expected to be approximately $2.4 million, prior to deducting placement agent fees and estimated offering expenses.

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, the exercising holders will receive new unregistered warrants to purchase ordinary shares represented by ADS in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"). The warrants will be exercisable into an aggregate of up to 22,278,540 ordinary shares represented by 742,618 ADS, at an exercise price of $3.45 per ADS and have a term of exercise equal to five and one-half years.

Can-Fite intends to use the net proceeds from the offering for working capital including for the progression of its Phase III psoriasis and the rheumatoid arthritis studies and the preparatory work for the Phase III liver cancer study as well as other 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 1933 Act and, along with the ADSs or the ordinary shares issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of the ADSs and ordinary shares of issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or 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 jurisdiction.