Can-Fite BioPharma Ltd ADR美股招股说明书(2026-04-03版)

3,294,898 Ordinary Shares represented by 1,647,449 American Depositary Shares This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of up to an aggregate of up to3,294,898 ordinary shares, no par value, of Can-Fite Biopharma Ltd., represented by 1,647,449 American Depository Shares, or ADSs,issuable upon the exercise of warrants, as further described below under “Prospectus Summary — Recent Developments — WarrantRepricing”. The selling shareholders are identified in the table commencing on page 7. Each ADS two (2) ordinary shares. No ADSs arebeing registered hereunder for sale by us. We will not receive any proceeds from the sale of the ADSs by the selling shareholders. Allnet proceeds from the sale of the ordinary shares represented by ADSs covered by this prospectus will go to the selling shareholders.However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis.See “Use of Proceeds.” The selling shareholders may sell all or a portion of the ordinary shares represented by ADSs from time to time in markettransactions through any market on which our ADSs are then traded, in negotiated transactions or otherwise, and at prices and on termsthat will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may actas agent or as principal or by a combination of such methods of sale. See “Plan of Distribution”. Our ADSs are listed on the NYSE American under the symbol “CANF”. On April 2, 2026, the closing price of our ADSs onthe NYSE American was $3.12 per ADS. Our ordinary shares also trade on the Tel Aviv Stock Exchange, or TASE, under the symbol“CANF”. On April 2, 2026, the last reported sale price of our ordinary shares on the TASE was NIS 4.8 or $1.54 per share (based onthe exchange rate reported by the Bank of Israel on the same day). The securities offered in this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 3 of thisprospectus to read about factors you should consider before purchasing any of our securities. Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreignsecurities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The date of this prospectus is April 3, 2026. TABLE OF CONTENTS About this ProspectusiiProspectus Summary1Risk Factors3Special Note Regarding Forward-Looking Statements5Use of Proceeds6Capitalization6Selling Shareholders7Description of Share Capital10Plan of Distribution23Legal Matters25Experts25Where You Can Find More Information25Incorporation of Certain Information By Reference26Indemnification For Securities Act Liabilities27Enforceability of Civil Liabilities27Expenses28 About This Prospectus This prospectus is part of a registration statement that we filed with the SEC. As permitted by the rules and regulations of theSEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read theregistration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the heading“Where You Can Find More Information”. You should rely only on the information that is contained in this prospectus or that is incorporated by reference into thisprospectus. We have not authorized anyone to provide you with information that is in addition to or different from that contained in, orincorporated by reference into, this prospectus. If anyone provides you with different or inconsistent information, you should not relyon it. We are not offering to sell or solicit any security other than the ordinary shares represented by ADSs offered by thisprospectus. In addition, we are not offering to sell or solicit any securities to or from any person in any jurisdiction where it is unlawfulto make this offer to or solicit an offer from a person in that jurisdiction. The information contained in this prospectus is accurate as ofthe date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares.Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but referenceis made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibitsto the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where YouCan Find More Information.” Ou