UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under
the Securities Exchange Act of 1934
For
the Month of June 2020
001-36203
(Commission
File Number)
CAN-FITE
BIOPHARMA LTD.
(Exact
name of Registrant as specified in its charter)
10
Bareket Street
Kiryat
Matalon, P.O. Box 7537
Petach-Tikva
4951778, 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 þ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
____
This
Report on Form 6-K (including exhibits thereto) is hereby incorporated by reference into the registrant’s Registration Statements
on Form S-8 (File No. 333-227753) and Form F-3
(File Nos. 333-195124, 333-236064, 333-209037 and 333-220644), to be a part thereof from the date on which this report is submitted,
to the extent not superseded by documents or reports subsequently filed or furnished.
On June 10, 2020, Can-Fite BioPharma Ltd. (the
“Company”) entered into a definitive agreement (the “Purchase Agreement”) with certain institutional and
accredited investors providing for the issuance of an aggregate of 3,902,440 American Depositary Shares, each representing 30 ordinary
shares, par value NIS 0.25 per share, of the Company (the “ADSs”) in a registered direct offering at a purchase price
of $2.05 per ADS for aggregate gross proceeds of approximately $8.0 million. The offering is expected to close on or about June
12, 2020, subject to the satisfaction of customary closing conditions.
In addition, under the Purchase Agreement,
the investors will receive unregistered warrants to purchase up to an aggregate of 1,951,220 ADSs. The warrants will be immediately
exercisable and will expire four and one-half years from issuance at an exercise price of $2.50 per ADS, subject to adjustment
as set forth therein. The warrants may be exercised on a cashless basis if there is no effective registration statement registering
the ADSs underlying the warrants.
Under the Purchase Agreement, the Company has
agreed not to enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, ordinary shares or ordinary
share equivalents for a period of 30 days following the closing of the offering, subject to certain customary exceptions. In addition,
the Purchase Agreement provides that for a period of thirteen months following the closing of the offering, the Company will not
effect or enter into an agreement to effect a “variable rate transaction” as defined in the Purchase Agreement, except
that upon the completion of the 30 days restrictive period, the Company may enter into and effect sales pursuant to an at–the-market
offering facility with H.C. Wainwright & Co., LLC (the “Placement Agent”).
In addition, under the Purchase Agreement,
the Company agreed to use best efforts to file, as soon as practicable (and in any case by July 10, 2020), a registration statement
with the Securities and Exchange Commission (the “SEC”), registering the resale of the ordinary shares or the ADSs
issuable upon exercise of the warrants and to use best efforts to cause such registration statement to be declared effective within
60 days following the closing date and to keep such registration statement effective at all times until no purchaser owns any underlying
ordinary shares or ADSs issuable upon exercise of the warrants.
The Purchase Agreement also contains representations,
warranties, indemnification and other provisions customary for transactions of this nature.
The Company is also a party to a letter agreement
(the “Placement Agent Agreement”) with the Placement Agent, pursuant to which the Placement Agent agreed to serve as
the exclusive placement agent for the Company in connection with the offering. The Company has agreed to pay the Placement Agent
a cash placement fee equal to 7.5% of the aggregate gross proceeds, a management fee equal to 1.0% of the aggregate gross proceeds,
a non-accountable expense allowance of $50,000 and clearing expenses of $12,900. The Placement Agent will also receive compensation
warrants on substantially the same terms as the investors in the offering in an amount equal to 7.5% of the aggregate number of
ADSs sold in the offering (or warrants to purchase up to an aggregate of 292,683 ADSs), at an exercise price of $2.50 per ADSs
and a term expiring on December 12, 2024.
The ADSs and the underlying ordinary shares
to be issued in the registered direct offering will be issued pursuant to a prospectus supplement dated as of June 10, 2020 which
will be filed with the SEC, in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File
No. 333-220644) (the “Registration Statement”), which became effective on October 11, 2017, and the base prospectus
dated as of October 11, 2017 contained in such Registration Statement. This Report shall not constitute an offer to sell or the
solicitation to buy nor shall there be any sale of the ADSs, ordinary shares or warrants in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
The warrants, the placement agent warrants
and the ADSs and ordinary shares underlying the warrants and placement agent warrants are being offered and sold pursuant to an
exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and Rule 506 of Regulation D promulgated thereunder. The investors and placement agent designees have represented that
they are accredited investors, as that term is defined in Regulation D, or qualified institutional buyer as defined in Rule 144(A)(a),
and have acquired the warrants and the ADSs underlying the warrants as principals for their own respective accounts and have no
arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities is being made without
any form of general solicitation or advertising. The warrants, the placement agent warrants and the ADSs and ordinary shares underlying
the warrants and the placement agent warrants have not been registered under the Securities Act or applicable state securities
laws. Accordingly, the warrants, the placement agent warrants and underlying ADSs and ordinary shares may not be offered or sold
in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements
of the Securities Act and such applicable state securities laws.
The foregoing summaries of the terms of
the Purchase Agreement, warrants and placement agent warrants are subject to, and qualified in their entirety by the complete
text of such documents attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
The Purchase Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the others,
except as expressly set forth in the Purchase Agreement, in the context of all of the terms and conditions of that agreement and
in the context of the specific relationship between the parties.
A
copy of the opinion of Doron Tikotzky Kantor Gutman & Amit Gross relating to the legality of the issuance and sale of the
ordinary shares underlying the ADSs is attached as Exhibit 5.1 hereto.
The
Company previously announced the offering in a press release issued on June 10, 2020, which was included as an exhibit to a Report
on Form 6-K filed with the SEC on the same day.
Warning
Concerning Forward Looking Statements
This
Report of Foreign Private Issuer on Form 6-K contains statements which constitute forward looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based
upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and
may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, this Report
states that the offering is expected to close on or about June 12, 2020. In fact, the closing of the offering is subject to various
conditions and contingencies as are customary in securities purchase agreement in the United States. If these conditions are not
satisfied or the specified contingencies do not occur, this offering may not close. For this reason, among others, you should
not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes
no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise
after the date of this Report.
Exhibit
Index
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Can-Fite BioPharma Ltd.
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Date: June 12, 2020
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By:
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/s/
Pnina Fishman
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Pnina Fishman
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Chief Executive Officer
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