您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:Can-Fite BioPharma Ltd ADR美股招股说明书(2025-11-21版) - 发现报告

Can-Fite BioPharma Ltd ADR美股招股说明书(2025-11-21版)

2025-11-21美股招股说明书棋***
AI智能总结
查看更多
Can-Fite BioPharma Ltd ADR美股招股说明书(2025-11-21版)

Filed Pursuant to Rule 424(b)(3)Registration No. 333-288890 (To Prospectus dated July 28, 2025) Up to 1,250,000American Depositary Shares Representing 375,000,000Ordinary Shares andaccompanying 2,500,000Common Warrants to Purchase up to 2,500,000American Depositary SharesRepresenting 750,000,000Ordinary Shares Up to7,083,333 Pre-Funded Warrants to Purchase up to 7,083,333American Depositary SharesRepresenting 2,124,999,900Ordinary Shares and accompanying 14,166,666 Common Warrants to Purchase up to14,166,666American Depositary Shares Representing 4,249,999,800Ordinary Shares Up to 583,333Placement Agent Warrants to Purchase up to 583,333American Depositary SharesRepresenting 174,999,900Ordinary Shares Up to24,333,332 American Depositary Shares Representing 7,299,999,600Ordinary Shares Issuable UponExercise of the Common Warrants, Pre-Funded Warrants and Placement Agent Warrants Can-Fite Biopharma Ltd. This prospectus supplement updates, amends and supplements the prospectus dated July 28, 2025 (as supplemented or amended fromtime to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-288890). Thisprospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectuswith the information contained in our Report on Form 6-K, which was furnished to the Securities and Exchange Commission onNovember 21, 2025. Accordingly, we have attached theForm6-Kto this prospectus supplement. Capitalized terms used in thisprospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus supplement with your Prospectus for future reference. The ADSs are listed on NYSE American under the symbol “CANF.” On November 19, 2025, the closing price of our ADSs on theNYSE American was $0.33 per ADS. Our Ordinary Shares also trade on the Tel Aviv Stock Exchange, or TASE, under the symbol“CFBI”. On November 19, 2025, the sale price of our Ordinary Shares on the TASE was NIS 0.01 or $0.00306 per share (based on theexchange rate reported by the Bank of Israel on the same day). Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus and otherrisk factors contained in the documents incorporated by reference therein, including the risks described under “Risk Factors”in our Annual Report on Form 20-F for the year ended December 31, 2024, for a discussion of information that should beconsidered in connection with an investment in our securities. Neither the Securities and Exchange Commission, the Israeli Securities Authority nor any state securities commission hasapproved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful orcomplete. Any representation to the contrary is a criminal offense. Effective as of January 9, 2023, the ratio of our ADSs to Ordinary Shares changed from one (1) ADS representing thirty (30) OrdinaryShares to a new ratio of one (1) ADS representing three hundred (300) Ordinary Shares, which ratio change had the same effect as aone-for-ten reverse ADS split (the “ADS Ratio Change”). All share and per share prices in this prospectus supplement have beenadjusted to reflect the ADS Ratio Change. The date of this prospectus supplement is November 21, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 6-K Report of Foreign Private IssuerPursuant to Rule 13a-16 or 15d-16Under the Securities Exchange Act of 1934 For the Month of November 2025 001-36203(Commission File Number) CAN-FITE BIOPHARMA LTD.(Exact name of Registrant as specified in its charter) 26 Ben Gurion StreetRamat Gan 5257346 Israel(Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F☒Form 40-F☐ This Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements onForm S-8 (File Nos.333-227753,333-271384and333-278525) and Form F-3 (File Nos.333-236064,333-274316,333-262055,333-276000and333-281872), to be a part thereof from the date on which this report is submitted, to the extent not superseded bydocuments or reports subsequently filed or furnished. CONTENTS On November 18, 2025, Can-Fite BioPharma Ltd. (the “Company”) entered into an agreement with the holder of warrants to purchase16,666,666 American Depositary Shares (“ADSs”) previously issued on July 29, 2025, pursuant t