Can-Fite BioPharma Ltd. (NYSE: CANF) (TASE: CANF) has entered into a definitive agreement for the immediate exercise of outstanding warrants to purchase up to 1,591,738 American Depositary Shares (ADSs). The company will issue these shares at a reduced exercise price of $2.50 per ADS, down from the original $5.00 per ADS set when the warrants were issued in March 2026.

The closing of the offering is expected to occur on or about September 3, 2026, subject to the satisfaction of customary closing conditions. The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended. Can-Fite has agreed to file a registration statement with the SEC covering the resale of the shares of ADSs issuable upon exercise of the new warrants.

Transaction Structure and Proceeds

In consideration for the immediate exercise of the warrants for cash, Can-Fite will issue new unregistered warrants to purchase up to 3,183,476 ADSs. These new warrants will have an exercise price of $2.50 per ADS and will be immediately exercisable until the twenty-four month anniversary of the effective date of the Resale Registration Statement.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. The gross proceeds to Can-Fite from the exercise of the warrants are expected to be approximately $4.0 million, prior to deducting placement agent fees and offering expenses.

Use of Proceeds and Company Profile

The company intends to use the net proceeds for funding research and development and clinical trials. Additional funds will be allocated to other working capital and general corporate purposes. Can-Fite is a clinical-stage biotechnology company developing a pipeline of proprietary small molecule drugs targeting oncological and inflammatory diseases.

The Company’s lead drug candidate, Piclidenoson, recently reported topline results in a Phase 3 trial for psoriasis and commenced a pivotal Phase 3 trial. Can-Fite’s liver drug, Namodenoson, is being evaluated in a Phase III trial for hepatocellular carcinoma (HCC), a Phase 2b trial for the treatment of MASH, and in a Phase 2a study in pancreatic cancer. 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. CF602, the Company’s third drug candidate, has shown efficacy in the treatment of erectile dysfunction.

Can-Fite BioPharma (NYSE: CANF) reported that blinded overall survival in its ongoing pivotal Phase III study of Namodenoson for advanced hepatocellular carcinoma appears longer than originally anticipated.

The clinical-stage biotechnology company noted that the observed survival data reflects the pooled patient population receiving both Namodenoson and placebo. Consequently, no conclusions regarding treatment efficacy or differences between the study arms can be drawn from these preliminary observations.

Study Design And Methodology

The pivotal Phase III study is a randomized, double-blind, placebo-controlled trial evaluating Namodenoson in patients with advanced HCC and underlying Child-Pugh B7 cirrhosis. Participants are randomized 2:1 to receive either Namodenoson or a placebo. Overall survival serves as the primary efficacy endpoint for the investigation.

Next Steps For Analysis

In light of the longer-than-anticipated survival observed across the entire patient population, Can-Fite is evaluating an earlier timing for the study’s planned interim analysis. This interim analysis will enable an independent assessment of overall survival between the Namodenoson and placebo treatment groups. The assessment will proceed in accordance with the study’s statistical analysis plan and applicable regulatory requirements.

What The Numbers Show

The disclosure highlights a divergence between the actual blinded survival outcomes and the assumptions underlying the original study design. While this suggests potentially favorable kinetics in the pooled population, the lack of unblinded arm-specific data means the therapeutic signal remains unconfirmed until the formal interim analysis is conducted.