Can-Fite BioPharma Announces $3.2 Million Registered Direct Offering

PETACH TIKVA, Israel–(BUSINESS WIRE)–Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE:CFBI),
a biotechnology company advancing a pipeline of proprietary small
molecule drugs that address cancer, liver and inflammatory diseases,
today announced that it has entered into a definitive agreement with
certain institutional investors to receive gross proceeds of
approximately $3.2 million.

In connection with the offering, the Company will issue 4,923,078
registered American Depository Shares (ADSs) of Can-Fite at a purchase
price of $0.65 per ADS in a registered direct offering. Additionally,
for each ADS purchased by investors, the investors will receive an
unregistered warrant to purchase one ADS. The warrants will have an
exercise price of $0.86 per ADS, will be immediately exercisable and
will expire five years from the issuance date. The closing of the
offering is expected to take place on or about April 4, 2019, subject to
the satisfaction of customary closing conditions.

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

The ADSs described above (but not the warrants or the ADSs underlying
the warrants) are being offered pursuant to a shelf registration
statement (File No. 333-220644) which became effective on October 11,
2017. Such ADSs may be offered only by means of a prospectus, including
a prospectus supplement, forming a part of the effective registration
statement.

The Company will file a prospectus supplement and the accompanying base
prospectus with the SEC relating to the offering of such ADSs. When
available, copies of the prospectus supplement and the accompanying base
prospectus may be obtained at the SEC’s website at http://www.sec.gov,
or by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd
Floor, New York, New York 10022, by telephone: (646) 975-6996 or by
email at [email protected].

The warrants described above were offered in a private placement under
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”),
and Regulation D promulgated thereunder and, along with the ADSs
issuable upon their exercise, have not been registered under the 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.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described herein.
There shall not be any offer, solicitation of an offer to buy, or sale
of securities in any state or jurisdiction in which such an offering,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.

About Can-Fite BioPharma Ltd.

Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE: CFBI) 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, inflammatory disease and sexual dysfunction.
The Company’s lead drug candidate, Piclidenoson, is currently in Phase
III trials for rheumatoid arthritis and psoriasis. Can-Fite’s liver
cancer drug, Namodenoson, recently completed a Phase II trial for
hepatocellular carcinoma (HCC), the most common form of liver cancer,
and is in a Phase II trial for the treatment of non-alcoholic
steatohepatitis (NASH). 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 in preclinical studies and the Company is investigating
additional compounds, targeting A3AR, for the treatment of sexual
dysfunction. These drugs have an excellent safety profile with
experience in over 1,000 patients in clinical studies to date. For more
information please visit: www.can-fite.com.

Forward-Looking Statements

This press release may contain forward-looking statements, about
Can-Fite’s expectations, beliefs or intentions regarding, among other
things, statements regarding the offering, the expected gross proceeds
and the expected closing of the offering. In addition, from time to
time, Can-Fite or its representatives have made or may make
forward-looking statements, orally or in writing. 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. These forward-looking
statements may be included in, but are not limited to, various filings
made by Can-Fite with the U.S. Securities and Exchange Commission, press
releases or oral statements made by or with the approval of one of
Can-Fite’s authorized executive officers. 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 risks and uncertainties that could cause Can-Fite’s actual
results to differ materially from any future results expressed or
implied by the forward-looking statements. Many factors could cause
Can-Fite’s actual activities or results to differ materially from the
activities and results anticipated in such forward-looking statements.
Factors that could cause our actual results to differ materially from
those expressed or implied in such forward-looking statements include,
but are not limited to: our 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; statements as to the impact of
the political and security situation in Israel on our business; and
risks and other risk factors detailed in Can-Fite’s filings with the SEC
and in its periodic filings with the TASE. In addition, Can-Fite
operates in an industry sector where securities values are highly
volatile and may be influenced by economic and other factors beyond its
control. Can-Fite does not undertake any obligation to publicly update
these forward-looking statements, whether as a result of new
information, future events or otherwise.

Contacts

Can-Fite BioPharma
Motti Farbstein
[email protected]
+972-3-9241114