🧾 What This Document Is

This is a prospectus, specifically Form 424B3. Think of it as a detailed sales document required by the SEC. Its main purpose isn't for Can-Fite to raise new money, but to allow existing shareholders (the "selling shareholders") to resell up to 3.29 million ordinary shares they own. These shares are in the form of American Depositary Shares (ADSs) and are "buried" inside new warrants the company recently issued.

👉 In simple terms: Can-Fite made a deal with a warrant holder. Now, the paperwork is done so that holder can eventually sell the new shares they got from that deal to the public.

🏢 What The Company Does

Can-Fite BioPharma is an Israeli clinical-stage biopharmaceutical company. They develop oral pills (not injections) targeting a specific receptor called A3AR, which is found in high levels on disease cells (like cancer or inflamed cells) but low on healthy cells. Their pipeline focuses on treating cancer, liver diseases, and inflammatory conditions.

👉 In simple terms: They're trying to make smart pills that attack sick cells while leaving healthy ones alone, which could mean fewer side effects.

🚀 The Key Move: Warrant Repricing

This is the core event that triggered this filing. Here’s what happened:

• The Deal: On March 4, 2026, Can-Fite struck a deal with a major warrant holder.
• The Sweetener: The holder agreed to immediately exercise old warrants to buy 795,869 ADSs at a reduced price of $5.00 per ADS (down from a steep $9.34).
• The Reward for the Holder: In exchange, the company issued brand new warrants to the holder (and to their investment bank, H.C. Wainwright) allowing them to buy 1,591,738 ADSs (plus another 55,711 for the bank) also at $5.00 per ADS.
• The Cash Inflow: By exercising the old warrants, Can-Fite received immediate cash (795,869 ADSs * $5.00 = ~$3.98 million).
• The Potential Future Cash: If the holders of the new warrants exercise them for cash (instead of a cashless exchange), Can-Fite could receive more money in the future.

👉 Why it matters: The company traded a lower immediate price for old warrants to get quick cash now and to motivate the holder to exercise. It’s a strategic move to strengthen its cash position without giving away equity at today's lower market price.

💰 Financial Snapshot & The Offering

• What's Being Sold: Up to 1,647,449 ADSs (representing 3,294,898 ordinary shares). These are the shares underlying the new warrants just issued.
• Who Gets the Money: If these shares are sold, all proceeds go to the selling shareholders (the warrant holders), not to Can-Fite. Can-Fite only gets cash if the warrants are exercised.
• Stock Price Context (as of April 2, 2026):
  • ADS on NYSE American: $3.12
  • Ordinary Share on Tel Aviv Stock Exchange: NIS 4.8 (~$1.54)
• Potential Share Dilution: If all new warrants were exercised, the total ordinary shares outstanding would increase from 4,285,093 to about 7,579,991. That's a significant increase, which dilutes the ownership stake of existing shareholders.

⚖️ Major Risk Factors

The filing highlights two enormous risks that every potential investor must understand:

1. Geopolitical Risk: Can-Fite is headquartered in Israel. The filing contains extensive, detailed warnings about ongoing military conflicts involving Hamas, Hezbollah, and Iran. It notes that while operations haven't been disrupted yet, the situation is "fluid" and "volatile," which could adversely affect business.
2. Dilution Risk: The sale of these registered shares, plus the massive number of other outstanding warrants and options, could flood the market with stock. This supply could drive down the share price.

👉 Why it matters: You're not just investing in a biotech; you're investing in a company operating in one of the world's most geopolitically sensitive regions. The risk is explicitly stated as "high."

🔮 What's Next

• For the Company: Can-Fite will use the cash from the warrant exercise (and any future exercises) to fund its operations, primarily its clinical trials. Their pipeline includes drugs for psoriasis, hepatitis, and cancer.
• For the Shares: The selling shareholders can now, at any time, sell the registered shares in the open market or through brokers. Investors should expect potential selling pressure.
• For the Warrants: The new warrants are exercisable immediately and expire two years after the SEC declares this registration statement effective. They have a built-in "ownership cap" preventing a single holder from exceeding 4.99%/9.99% of the company.

🌍 Industry Context & Signal

Can-Fite is a small-cap biotech, a sector where cash is oxygen. This warrant repricing deal is a lifeline maneuver common in the industry. It signals that the company needed to bolster its balance sheet and that traditional financing might have been difficult or too dilutive at the current low stock price. The move is a pragmatic, albeit dilutive, way to stay funded through long, expensive clinical trials.

👉 What this signals: The company is prioritizing near-term survival and funding over minimizing shareholder dilution. It’s a bet that securing cash to advance their pipeline is worth the trade-off.

🧠 The Analogy

Imagine you owe a friend $100 for a concert ticket they bought for you last year, but the concert's value has dropped. You can't pay the $100. So, you offer a deal: "I'll give you $50 cash right now if you agree to lend me another $100 in the future, but only if I want to buy a ticket for next year's show." You get the debt settled with less cash today, and your friend gets a new, potential opportunity. That's what this warrant deal is like for Can-Fite.

🧩 Final Takeaway

Can-Fite just executed a complex financial maneuver to get immediate cash by resetting the terms of old warrants and issuing new ones. While this strengthens their short-term finances for R&D, it comes at the cost of potential future share dilution and operates under the shadow of significant geopolitical risk. The key question for investors is whether the progress of their drug pipeline justifies these trade-offs.