PROSPECTUS
SUPPLEMENT
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Filed
Pursuant to Rule 424(b)(5)
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(To
Prospectus dated October 9, 2020)
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Registration
No. 333-249063
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57,000,000
Ordinary Shares Represented by 1,900,000 American Depositary Shares
Pre-Funded
Warrants to Purchase up to 93,000,000 Ordinary Shares Represented by 3,100,000 American Depositary Shares
Up
to 93,000,000 Ordinary Shares Represented by 3,100,000 American Depositary Shares Underlying the Pre-Funded Warrants
We
are offering 57,000,000 ordinary shares represented by 1,900,000 American Depositary Shares, or ADSs, to an institutional investor at
an offering price of $2.00 per ADS pursuant to this prospectus supplement and the accompanying prospectus. Each ADS represents thirty
(30) ordinary shares. See “Description of American Depositary Shares” in the accompanying prospectus for more information.
We
are also offering pre-funded warrants to purchase up to 93,000,000 ordinary shares represented by 3,100,000 ADSs to the investor whose
purchase of ordinary shares in this offering would otherwise result in the investor, together with its affiliates and certain related
parties, beneficially owning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately
following the consummation of this offering, in lieu of ordinary shares that would otherwise result in the investor’s beneficial
ownership exceeding 4.99% (or at the election of the investor, 9.99%) of our outstanding ordinary shares.
Each
pre-funded warrant will be exercisable for one ADS. The pre-funded warrant is being offered at an offering price of $1.999 per pre-funded
warrant. The pre-funded warrants will have an exercise price of $0.001 per ADS, will be immediately exercisable and may be exercised at
any time until all of the pre-funded warrants are exercised in full. We are also offering the ordinary shares (or the ADSs) issuable from
time to time upon exercise of the pre-funded warrants being offered by this prospectus supplement and accompanying prospectus.
In a concurrent private placement,
we are selling to such investor unregistered warrants to purchase up to an aggregate of 150,000,000 ordinary shares represented by 5,000,000
ADSs at an exercise price of $2.00 per ADS. The warrants are exercisable at any time upon issuance and will expire three years following
the effectiveness of an initial resale registration statement registering the ordinary shares (or the ADSs) issuable upon the exercise
of the warrants.
The
warrants, the ADSs issuable upon the exercise of the warrants and the ordinary shares represented by such ADSs are being offered pursuant
to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended, or the Securities Act, and/or Regulation D
promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus.
Our
ADSs are listed on the NYSE American under the symbol “CANF.” On August 11, 2021, the closing price of the ADSs on the NYSE
American was $2.08 per ADS. Our ordinary shares also trade on the Tel Aviv Stock Exchange,
or TASE, under the symbol “CFBI.” On August 11, 2021, the last reported sale price of our ordinary shares on the
TASE was NIS 0.226 or $0.07 per share (based on the exchange rate reported by the Bank of Israel on the same day). There is no established
trading market for the pre-funded warrants and we do not intend to list the pre-funded warrants on any securities exchange or nationally
recognized trading system.
The
aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates as of August 11, 2021, based on
the closing price of our ADSs on the NYSE American on June 15, 2021, as calculated in accordance with General Instruction I.B.5. of Form
F-3, was approximately $14.2 million. During the prior 12 calendar month period that ends on, and includes, the date of this prospectus
supplement (excluding this offering), we have not sold any securities pursuant to General Instruction I.B.5 of Form F-3.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectus supplement
and on page 4 of the accompanying prospectus for a discussion of certain factors you should consider before investing in our securities.
Neither
the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has
approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to
the contrary is a criminal offense.
We have retained H.C. Wainwright
& Co., LLC to act as our exclusive placement agent in connection with the offering. The placement agent has agreed to use its reasonable
best efforts to sell the securities offered by this prospectus supplement and the accompanying prospectus, but the placement agent has
no obligation to purchase or sell any of such securities or to arrange for the purchase or sale of any specific number or dollar amount
of such securities. There is no required minimum offering amount required as a condition to completion of this offering. Because there
is no minimum offering amount required as a condition to closing this offering, the actual offering amount, placement agent fees, and
proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amount set forth
below. We have agreed to pay the placement agent fees set forth in the table below, which assumes that we sell all of the securities we
are offering.
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Per ADS
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Per Pre-Funded
Warrant
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Total
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Offering price
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$
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2.00
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$
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1.999
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$
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9,996,900
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Placement agent’s fees(1)
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$
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0.14
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$
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0.14
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$
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700,000
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Proceeds, before expenses,
to us(2)
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$
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1.86
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$
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1.859
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$
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9,296,900
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(1)
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We will pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds and 7.0% of the aggregate gross proceeds received from the cash exercise of any unregistered warrants issued pursuant to this offering. We have also agreed to (i) pay the placement agent a management fee equal to 1.0% of the aggregate gross proceeds, (ii) pay certain of its expenses and (iii) issue to the placement agent warrants. Please refer to the section entitled “Plan of Distribution” on page S-17 of this prospectus supplement for additional information with respect to the compensation payable to the placement agent.
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(2)
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The amount of the offering proceeds to us
presented in this table does not give effect to the sale or exercise, if any, of the warrants, the pre-funded warrants or the placement
agent warrants.
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We
expect to deliver the securities being offered pursuant to this prospectus supplement on or about August 16, 2021, subject to satisfaction
of customary closing conditions.
H.C.
Wainwright & Co.
The
date of this prospectus supplement is August 11, 2021.
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus relate to a registration statement (No. 333-249063) that we filed with the Securities
and Exchange Commission, or the SEC, using a “shelf” registration process. This prospectus supplement and the accompanying
prospectus provide specific information about the offering by us of our ordinary shares represented by ADSs under the shelf registration
statement. This document is in two parts. The first part is the prospectus supplement, which adds to and updates information contained
in the accompanying prospectus. The second part, the prospectus, provides more general information, some of which may not apply to this
offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there
is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the
accompanying prospectus, on the other hand, you should rely on the information in this prospectus supplement.
Before
purchasing any securities, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the
documents incorporated by reference herein as described under the heading “Incorporation by Reference” and the additional
information described under the heading, “Where You Can Find More Information” in this prospectus supplement, as well as
any free writing prospectus prepared by or on behalf of us or to which we have referred you.
You
should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent
information, you should not rely on it. This prospectus supplement and the accompanying prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus supplement and the accompanying prospectus, as well as information we have previously
filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial
condition, results of operations and prospects may have changed since those dates.
This
prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described
herein, but reference is 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 exhibits to the registration statement, and you may obtain copies of those documents as described below under the section
entitled “Where You Can Find More Information.”
Our
financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP.
Our historical results do not necessarily indicate our expected results for any future periods.
Market
data and certain industry data and forecasts used throughout this prospectus were obtained from sources we believe to be reliable, including
market research databases, publicly available information, reports of governmental agencies and industry publications and surveys. We
have relied on certain data from third-party sources, including internal surveys, industry forecasts and market research, which we believe
to be reliable based on our management’s knowledge of the industry. Forecasts are particularly likely to be inaccurate, especially
over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing
the third-party forecasts we cite. Statements as to our market position are based on the most currently available data. While we are
not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties
and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.
Certain
figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.
In
this prospectus supplement, unless the context otherwise requires:
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references
to “ADSs” refer to American Depositary Shares representing ordinary shares;
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references
to “A3AR” refer to the A3 adenosine receptor;
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references
to the “Company,” “we,” “our” and “Can-Fite” refer to Can-Fite BioPharma Ltd. and
its consolidated subsidiaries;
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references
to the “Companies Law” or “Israeli Companies Law” are to Israel’s Companies Law, 5759-1999, as amended;
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references
to “dollars,” “U.S. dollars,” “USD” and “$” are to United States Dollars;
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references
to “HCC” refer to hepatocellular carcinoma, also known as primary liver cancer;
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references
to “NASH” refer to non-alcoholic steatohepatitis;
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references
to “ordinary shares,” “our shares” and similar expressions refer to our Ordinary Shares, NIS 0.25 nominal
(par) value per share;
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references
to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency; and
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references
to the “SEC” are to the United States Securities and Exchange Commission.
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On
May 10, 2019, we effected a change in the ratio of our ADSs to ordinary shares from one (1) ADS representing two (2) ordinary shares
to a new ratio of one (1) ADS representing thirty (30) ordinary shares. For ADS holders, the ratio change had the same effect as a one-for-fifteen
reverse ADS split. All ADS and related option and warrant information presented in this prospectus have been retroactively adjusted to
reflect the reduced number of ADSs and the increase in the ADS price which resulted from this action. Unless otherwise indicated, in
this prospectus fractional ADSs have been rounded to the nearest whole number.
We
have not taken any action to permit a public offering of the securities outside the United States or to permit the possession or distribution
of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform
themselves about and observe any restrictions relating to the offering of the securities and the distribution of this prospectus outside
of the United States.
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus contains forward-looking statements, about our expectations, beliefs or intentions regarding, among other things, our product
development efforts, business, financial condition, results of operations, strategies or prospects. In addition, from time to time, we
or our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements can be identified
by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,”
“should” or “anticipate” or their negatives or other variations of these words or other comparable words or by
the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements may be included
in, but are not limited to, various filings made by us with the SEC, press releases or oral statements made by or with the approval of
one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or
results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements
are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed
or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the
activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below.
This
prospectus identifies important factors which could cause our actual results to differ materially from those indicated by the forward-looking
statements, particularly those set forth under the heading “Risk Factors.” The risk factors included in this prospectus are
not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our
forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include,
but are not limited to:
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our
history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable
terms, or at all;
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uncertainties
of cash flows and inability to meet working capital needs;
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risks
related to the COVID-19 pandemic;
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the
initiation, timing, progress and results of our preclinical studies, clinical trials and other product candidate development efforts;
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our
ability to advance our product candidates into clinical trials or to successfully complete our preclinical studies or clinical trials;
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our
receipt of regulatory approvals for our product candidates, and the timing of other regulatory filings and approvals;
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the
clinical development, commercialization and market acceptance of our product candidates;
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our
ability to establish and maintain strategic partnerships and other corporate collaborations;
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the
implementation of our business model and strategic plans for our business and product candidates;
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the
scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our
ability to operate our business without infringing the intellectual property rights of others;
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competitive
companies, technologies and our industry;
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risks
related to not satisfying the continued listing requirements of NYSE American; and
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statements
as to the impact of the political and security situation in Israel on our business.
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All
forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this prospectus and are expressly
qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligations to update or revise
forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated
events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus supplement and accompanying prospectus that we consider
important. This summary does not contain all of the information you should consider before investing in our ADSs or ordinary shares.
You should read this summary together with the entire prospectus supplement and accompanying prospectus, including the risks related
to our business, our industry, investing in our ADSs or ordinary shares and our location in Israel, that we describe under “Risk
Factors” and our consolidated financial statements and the related notes before making an investment in our securities.
Overview
We
are a clinical stage biopharmaceutical company that develops orally bioavailable small molecule therapeutic products for the treatment
of cancer, liver and inflammatory diseases, COVID-19 and erectile dysfunction. We also co-develop specific formulations of cannabis components
for the treatment of cancer, inflammatory, autoimmune, and metabolic diseases. Our platform technology utilizes the Gi protein associated
A3AR as a therapeutic target. A3AR is highly expressed in inflammatory and cancer cells, and not significantly expressed in normal cells,
suggesting that the receptor could be a unique target for pharmacological intervention. Our pipeline of drug candidates are synthetic,
highly specific agonists and allosteric modulators, or ligands or molecules that initiate molecular events when binding with target proteins,
targeting the A3AR.
Our
product pipeline is based on the research of Dr. Pnina Fishman, who investigated a clinical observation that tumor metastasis can be
found in most body tissues, but are rarely found in muscle tissue, which constitutes approximately 60% of human body weight. Dr. Fishman’s
research revealed that one reason that striated muscle tissue is resistant to tumor metastasis is that muscle cells release small molecules
which bind with high selectivity to the A3AR. As part of her research, Dr. Fishman also discovered that A3ARs have significant expression
in tumor and inflammatory cells, whereas normal cells have low or no expression of this receptor. The A3AR agonists and allosteric modulators,
currently our pipeline of drug candidates, bind with high selectivity and affinity to the A3ARs and upon binding to the receptor initiate
down-stream signal transduction pathways resulting in apoptosis, or programmed cell death, of tumors and inflammatory cells and to the
inhibition of inflammatory cytokines. Cytokines are proteins produced by cells that interact with cells of the immune system in order
to regulate the body’s response to disease and infection. Overproduction or inappropriate production of certain cytokines by the
body can result in disease.
Our
product candidates, CF101, CF102 and CF602, are being developed to treat cancer, liver and inflammatory diseases, COVID-19, as well as
erectile dysfunction. CF101, also known as Piclidenoson, is in an advance stage of clinical development for the treatment of autoimmune-inflammatory
diseases, including psoriasis. CF101 is also being developed for the treatment of COVID-19. During 2020, we decided to stop developing
Piclidenoson for the treatment of rheumatoid arthritis to focus on other indications, this following a detailed analysis of the interim
results of our Phase III ACROBAT study which showed that although Piclidenoson efficacy was significantly superior to placebo, the study
missed the primary endpoint which was non-inferiority vs. the comparator methotrexate. CF102, also known as Namodenoson, is being developed
for the treatment of HCC and has orphan drug designation for the treatment of HCC in the United States and Europe. Namodenoson was granted
Fast Track designation by the FDA as a second line treatment to improve survival for patients with advanced HCC who have previously received
Nexavar (sorafenib). Namodenoson is also being developed for the treatment of NASH, a disease for which no FDA approved therapies currently
exist. CF602 is our second generation allosteric drug candidate for the treatment of erectile dysfunction, which has shown efficacy in
the treatment of erectile dysfunction in preclinical studies and we are investigating additional compounds, targeting A3AR, for the treatment
of erectile dysfunction. Preclinical studies revealed that our drug candidates have potential to treat additional inflammatory diseases,
such as Crohn’s disease, oncological diseases, viral diseases, such as the JC virus, and obesity.
We
believe our pipeline of drug candidates represent a significant market opportunity. For instance, according to iHealthcareAnalyst, the
psoriasis drug market is forecasted to be worth $11.3 billion by 2025. According to DelveInsight, the HCC drug market in the G8 countries
(U.S., Germany, France, Italy, Spain, UK, Japan and China) is expected to reach $3.8 billion by 2027.
We
have in-licensed an allosteric modulator of the A3AR, CF602 from Leiden University. In addition, we have out-licensed the following product
candidates for indications that we are currently pursuing:
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Piclidenoson
for the treatment of (i) psoriasis to Cipher Pharmaceuticals, or Cipher, for Canada, (ii)
psoriasis to Gebro Holding, or Gebro, for Spain, Switzerland and Austria, (iii) psoriasis
to CMS Medical, or CMS, for China (including Hong Kong, Macao and Taiwan), (iv) psoriasis
to Kyongbo Pharm Co. Ltd., or Kyongbo Pharm, for South Korea, (v) psoriasis to Ewopharma
AG, or Ewopharma, for Central Eastern Europe, and (vi) osteoarthritis in companion animals
including dogs and cats to Vetbiolix.
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Namodenoson
for the treatment of (i) liver cancer and NASH to Chong Kun Dang Pharmaceuticals, or CKD,
for South Korea, (ii) advanced liver cancer and NAFLD/NASH to CMS for China (including Hong
Kong, Macao and Taiwan), and (iii) HCC and NASH to Ewopharma, for Central Eastern Europe
and Switzerland.
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We
are currently: (i) conducting a Phase III trial for Piclidenoson in the treatment of psoriasis, and expect to complete enrolment in the
second half of 2021, (ii) preparing to commence a Phase III trial for Namodenoson in the treatment of liver cancer and expect to initiate
the study in the fourth quarter of 2021, (iii) engaged in preparatory steps for the initiation of a clinical Phase IIb trial of Namodenoson
in the treatment of NASH and expect to initiate the study in the third quarter of 2021, (iv) conducting a Phase II trial for Piclidenoson
in the treatment of COVID-19 where patient enrolment is ongoing, (v) investigating additional compounds, targeting the A3 adenosine receptor,
for the treatment of erectile dysfunction, and (vi) developing formulations of cannabis components for the treatment of diseases in which
there is an overexpression of A3AR.
Corporate
Information
Our
legal name is Can-Fite Bio Pharma Ltd. and our commercial name is “Can-Fite.” We are a company limited by shares organized
under the laws of the State of Israel in September 1994. Our principal executive offices are located at 10 Bareket Street, Kiryat Matalon,
P.O. Box 7537, Petah-Tikva 4951778, Israel, and our telephone number at that address is +972 (3) 924-1114.
The
Offering
The
following summary contains basic information about our securities and the offering and is not intended to be complete. It does not contain
all the information that may be important to you. For a more complete understanding of our ADSs, you should read the section of the accompanying
prospectus entitled “Description of American Depositary Shares.”
Issuer
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Can-Fite BioPharma
Ltd.
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ADSs
we are offering
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57,000,000
ordinary shares represented by 1,900,000 ADSs.
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Offering
price per ADS
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$2.00
per ADS.
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Pre-funded
warrants we are offering
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93,000,000 ordinary shares represented by 3,100,000 ADSs to the investor
whose purchase of ordinary shares in this offering would otherwise result in the investor, together with its affiliates and certain related
parties, beneficially owning more than 4.99% (or at the election of the investor, 9.99%) of our outstanding ordinary shares immediately
following the consummation of this offering, in lieu of ordinary shares that would otherwise result in the investor’s beneficial
ownership exceeding 4.99% (or at the election of the investor, 9.99%) of our outstanding ordinary shares. The pre-funded warrant
is being offered at an offering price of $1.999 per pre-funded warrant. The pre-funded warrants will have an exercise price of $0.001
per ADS, will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full.
This prospectus supplement also relates to the offering of the ordinary shares (or the ADSs) issuable upon exercise of the pre-funded
warrants.
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Offering price per pre-funded
warrant
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$1.999
per pre-funded warrant.
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Concurrent
Private Placement
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In a concurrent private placement, for each ADS and pre-funded warrant
purchased in this offering, the investor will receive an unregistered warrant to purchase one ADS (100% warrant coverage), or a total
of warrants to purchase up to an aggregate of 150,000,000 ordinary shares represented by 5,000,000 ADSs. The warrants have an exercise
price of $2.50 per ADS, are immediately exercisable from the date of issuance and will expire three years following the effectiveness
of an initial resale registration statement registering the ADSs issuable upon the exercise of the warrants. The warrants, the ADSs issuable
upon the exercise of the warrants and the ordinary shares represented by such ADSs are being offered pursuant to the exemption provided
in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder, and they are not being offered pursuant to this
prospectus supplement and the accompanying prospectus.
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Use
of Proceeds
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We
estimate the net proceeds from this offering will be approximately $9.0 million, based upon an offering price of $2.00 per ADS and
$1.999 per pre-funded warrant, after deducting placement agent fees and estimated offering expenses payable by us, and assuming full
exercise of the pre-funded warrants. We currently intend to use the net proceeds from this offering for funding research and development
and clinical trials, payment of a consulting fee, and for other working capital and general corporate purposes. See “Use of
Proceeds” on page S-11 of this prospectus supplement.
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Ordinary shares to be outstanding
after this offering
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665,746,293
ordinary shares, assuming the full exercise of the pre-funded warrants sold hereunder.
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Risk
factors
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Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectus supplement
and on page 4 of the accompanying prospectus, for a discussion of certain factors you should consider before investing in our securities.
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Listings
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Our ADSs are listed on the NYSE American under the symbol “CANF.”
Our ordinary shares currently trade on the TASE under the symbol “CFBI.” We do not intend to list the pre-funded warrants
on any securities exchange or nationally recognized trading system.
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Depositary
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The
Bank of New York Mellon.
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The
above table is based on 515,746,293 ordinary shares outstanding as of August 11, 2021 and excludes the following:
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18,916,200
ordinary shares issuable upon the exercise of stock options outstanding at a weighted-average exercise price of $0.175 per ordinary
share (based on the exchange rate reported by the Bank of Israel on such date) equivalent to 630,540 ADSs at a weighted average exercise
price of $5.24 per ADS;
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176,947,640
ordinary shares represented by 5,898,255 ADSs issuable upon the exercise of outstanding warrants at a weighted-average exercise price
of $3.55 per ADS;
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150,000,000
ordinary shares represented by 5,000,000 ADSs issuable upon exercise of unregistered warrants to be issued to the investor in a private
placement concurrently with this offering, at an exercise price of $2.00 per ADS; and
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10,500,000
ordinary shares represented by 350,000 ADSs issuable upon the exercise of warrants to be issued as compensation to the placement
agent in connection with this offering, at an exercise price of $2.50 per ADS.
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Unless
otherwise indicated, all information in this prospectus supplement assumes no exercise of the outstanding options, pre-funded warrants
or warrants described above and gives retroactive effect to the adjustment to the ratio of ADSs to ordinary shares from one ADS representing
two ordinary shares to one ADS representing 30 ordinary shares effected on May 10, 2019.
RISK
FACTORS
An
investment in our securities involves significant risks. Before making an investment in our securities, you should carefully read all
of the information contained in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference
herein. For a discussion of risk factors that you should carefully consider before deciding to purchase any of our securities, please
review the additional risk factors disclosed below and the information under the heading “Risk Factors” in the accompanying
prospectus. In addition, please read “About this Prospectus Supplement” and “Special Note Regarding Forward-Looking
Statements” in this prospectus supplement, where we describe additional uncertainties associated with our business and the forward-looking
statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus. Please note that additional
risks not currently known to us or that we currently deem immaterial also may adversely affect our business, operations results of operations,
financial condition and prospects.
Risks
Relating to the ADSs and this Offering
Since
we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.
We
currently intend to use the net proceeds from this offering for funding research and development and clinical trials, payment of a consulting
fee, and for other working capital and general corporate purposes. Accordingly, our management will have significant flexibility in applying
the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds,
and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in ways with
which you would agree. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return
for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition,
operating results and cash flow.
You
will experience immediate dilution in book value of any ADSs you purchase.
Because
the price per ADS being offered is substantially higher than our net tangible book value per ADS, you will suffer substantial dilution
in the net tangible book value of any ADSs you purchase in this offering. After giving effect to the sale by us of (i) 157,000,000 ordinary
shares represented by 1,900,000 ADSs based on an offering price of $2.00 per ADS, and (ii) 93,000,000 ordinary shares represented
by 3,100,000 ADSs underlying the pre-funded warrants in this offering based on an offering price of $1.999 per pre funded warrant,
the as adjusted net tangible book value of our ADSs would have been approximately $16.4 million or $0.72 per ADS, as of March 31,
2021 (an increase in net tangible book value of approximately $0.31 per ADS to our existing shareholders). If you purchase ADSs in
this offering, you will suffer immediate and substantial dilution of approximately $1.28 per ADS, after deducting the placement agent
fees and estimated offering expenses payable by us. See “Dilution” on page S-14 for a more detailed discussion of the dilution
you will incur in connection with this offering.
A
substantial number of ADSs may be sold in this offering, which could cause the price of our ADSs or ordinary shares to decline.
In
this offering we will sell 57,000,000 ordinary shares represented by 1,900,000 ADSs, and 93,000,000 ordinary shares represented by 3,100,000
ADSs underlying a pre-funded warrant, which, in the aggregate, represent approximately 22.5% of our outstanding ordinary shares as of
August 11, 2021 after giving effect to the sale of the ordinary shares represented by ADSs and assuming the full exercise of the pre-funded
warrants in this offering. In addition, for each ADS purchased in this offering, the investor will receive an unregistered warrant to
purchase one ADS (a total of warrants to purchase an aggregate of 150,000,000 ordinary shares represented by 5,000,000 ADSs). This sale
and any future sales of a substantial number of ADSs or ordinary shares in the public market, or the perception that such sales may occur,
could adversely affect the price of the ADSs on the NYSE American or our ordinary shares on the TASE. We cannot predict the effect, if
any, that market sales of those ADSs or ordinary shares or the availability of those ADSs or ordinary shares for sale will have on the
market price of the ADSs or our ordinary shares.
Issuance
of additional equity securities may adversely affect the market price of the ADSs or ordinary shares.
We
are currently authorized to issue 1,000,000,000 ordinary shares. As of August 11, 2021, we had 515,746,293 ordinary shares issued and
outstanding and we had no preferred shares outstanding. As of August 11, 2021, we also had warrants to purchase 176,947,640 ordinary
shares and options to purchase 18,916,200 ordinary shares outstanding, of which options to purchase 5,750,575 ordinary shares are currently
fully vested or vest within the next 60 days.
To
the extent that ADSs or ordinary shares are issued or options and warrants are exercised, holders of the ADSs and our ordinary shares
will experience dilution. In addition, in the event of any future issuances of equity securities or securities convertible into or exchangeable
for ADSs or ordinary shares, holders of the ADSs or our ordinary shares may experience dilution. We also consider from time to time various
strategic alternatives that could involve issuances of additional ADSs or ordinary shares, including but not limited to acquisitions
and business combinations, but do not currently have any definitive plans to enter into any of these transactions.
We do not intend to
apply for any listing of the pre-funded warrants on any exchange or nationally recognized trading system, and we do not expect a market
to develop for the pre-funded warrants.
We do not intend to apply
for any listing of either of the pre-funded warrants on the NYSE American or any other securities exchange or nationally recognized trading
system, and we do not expect a market to develop for the pre-funded warrants. Without an active market, the liquidity of the pre-funded
warrants will be limited. Further, the existence of the pre-funded warrants may act to reduce both the trading volume and the trading
price of our ADSs.
Except as otherwise
provided in the pre-funded warrants, holders of pre-funded warrants purchased in this offering will have no rights as stockholders of
our ordinary shares until such holders exercise their pre-funded warrants.
The pre-funded warrants offered
in this offering do not confer any rights of ordinary shares ownership on their holders, such as voting rights or the right to receive
dividends, but rather merely represent the right to acquire our ADSs at a fixed price. Specifically, a holder of a pre-funded warrant
may exercise the right to acquire an ordinary share and pay a nominal exercise price of $0.001 at any time. Upon exercise of the pre-funded
warrants, the holders thereof will be entitled to exercise the rights of a holder of ordinary shares only as to matters for which the
record date occurs after the exercise date.
We
have no plans to pay dividends on our ordinary shares, and you may not receive funds without selling the ADSs or ordinary shares.
We
have not declared or paid any cash dividends on our ordinary shares, nor do we expect to pay any cash dividends on our ordinary shares
for the foreseeable future. We currently intend to retain any additional future earnings to finance our operations and growth and for
future stock repurchases and, therefore, we have no plans to pay cash dividends on our ordinary shares at this time. Any future determination
to pay cash dividends on our ordinary shares will be at the discretion of our board of directors and will be dependent on our earnings,
financial condition, operating results, capital requirements, any contractual restrictions, and other factors that our board of directors
deems relevant. Accordingly, you may have to sell some or all of the ADSs or ordinary shares in order to generate cash from your investment.
You may not receive a gain on your investment when you sell the ADSs or ordinary shares and may lose the entire amount of your investment.
The
market price of our ordinary shares and ADSs is subject to fluctuation, which could result in substantial losses by our investors.
The
stock market in general and the market price of our ordinary shares on the TASE and our ADSs on the NYSE American is subject to fluctuation,
and changes in our share price may be unrelated to our operating performance. The market price of our ordinary shares and ADSs are and
will be subject to a number of factors, including:
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announcements
of technological innovations or new products by us or others;
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announcements
by us of significant strategic partnerships, out-licensing, in-licensing, joint ventures, acquisitions or capital commitments;
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expiration
or terminations of licenses, research contracts or other collaboration agreements;
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public
concern as to the safety of drugs we, our licensees or others develop;
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general
market conditions;
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the
volatility of market prices for shares of biotechnology companies generally;
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success
of research and development projects;
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departure
of key personnel;
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developments
concerning intellectual property rights or regulatory approvals;
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variations
in our and our competitors’ results of operations;
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changes
in earnings estimates or recommendations by securities analysts, if our ordinary shares or ADSs are covered by analysts;
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changes
in government regulations or patent decisions;
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developments
by our licensees; and
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general
market conditions and other factors, including factors unrelated to our operating performance, such as natural disasters and political
and economic instability, including wars, terrorism, political unrest, results of certain elections and votes, emergence of a pandemic,
or other widespread health emergencies (or concerns over the possibility of such an emergency, including for example, the recent
coronavirus outbreak), boycotts, adoption or expansion of government trade restrictions, and other business restrictions..
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These
factors and any corresponding price fluctuations may materially and adversely affect the market price of our ordinary shares and the
ADSs and result in substantial losses by our investors.
Additionally,
market prices for securities of biotechnology and pharmaceutical companies historically have been very volatile. The market for these
securities has from time to time experienced significant price and volume fluctuations for reasons unrelated to the operating performance
of any one company. In the past, following periods of market volatility, shareholders have often instituted securities class action litigation
and we have been named in the past in a lawsuit requesting recognition as a class action, in which we ultimately prevailed. If we were
involved in securities litigation, it could have a substantial cost and divert resources and attention of management from our business,
even if we are successful.
There
can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes in 2021 or
in any subsequent year. If we are a PFIC, there may be negative tax consequences for U.S. taxpayers that are holders of our ordinary
shares, ADSs and warrants.
We
will be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (i) at least 75% of our gross income
is “passive income” or (ii) on average at least 50% of our assets by value produce passive income or are held for the production
of passive income. Passive income for this purpose generally includes, among other things, certain dividends, interest, royalties, rents
and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. Passive
income also includes amounts derived by reason of the temporary investment of funds, including those raised in a public offering. In
determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it
owns, directly or indirectly, at least a 25% interest (by value) is taken into account.
Based
on our analysis of our income, assets, and operations, we do not believe that we were a PFIC for 2020. Because the PFIC determination
is highly fact intensive, there can be no assurance that we will not be a PFIC in 2021 or in any other taxable year. If we were to be
characterized as a PFIC for U.S. federal income tax purposes in any taxable year during which a U.S. shareholder owns our ordinary shares,
ADSs and warrants, then “excess distributions” to such U.S. shareholder, and any gain realized on the sale or other disposition
of our ordinary shares, ADS and warrants, as applicable, will be subject to special rules. Under these rules: (i) the excess distribution
or gain would be allocated ratably over the U.S. shareholder’s holding period for the ordinary shares (or ADSs or warrants) as
the case may be); (ii) the amount allocated to the current taxable year and any period prior to the first day of the first taxable year
in which we were a PFIC would be taxed as ordinary income; and (iii) the amount allocated to each of the other taxable years would be
subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the
deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. Certain of the
adverse consequences of PFIC status can be mitigated if a U.S. shareholder makes an election to treat us as a “qualified electing
fund,” or QEF, or makes a “mark-to-market” election. A QEF election is unavailable with respect to our warrants, and
a mark-to-market election is unavailable with respect to our warrants. In addition, if the U.S. Internal Revenue Service, or IRS, determines
that we are a PFIC for a year with respect to which we have determined that we were not a PFIC, it may be too late for a U.S. shareholder
to make a timely QEF or mark-to-market election. U.S. shareholders who hold our ordinary shares, ADSs and warrants during a period when
we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC in subsequent years, subject to exceptions for U.S.
shareholders who made a timely QEF or mark-to-market election (to the extent available). A U.S. shareholder can make a QEF election by
completing the relevant portions of and filing IRS Form 8621 in accordance with the instructions thereto. Upon request, we intend to
annually furnish U.S. shareholders with information needed in order to complete IRS Form 8621 (which form would be required to be filed
with the IRS on an annual basis by the U.S. shareholder) and to make and maintain a valid QEF election for any year in which we or any
of our subsidiaries that we control is a PFIC.
USE
OF PROCEEDS
We
estimate the net proceeds from this offering will be approximately $9.0 million, based upon an offering price of $2.00 per ADS and $1.999
per pre-funded warrant, after deducting placement agent fees and estimated offering expenses payable by us, and assuming full exercise
of the pre-funded warrants.
We
currently intend to use the net proceeds from this offering to use the net proceeds for funding research and development and clinical
trials, payment of a consulting fee (constituting 5% of the gross proceeds of this offering), and for other working capital and general
corporate purposes. As a result, our management will retain broad discretion in the allocation and use of the net proceeds of this offering,
and the investors will be relying on the judgment of our management with regard to the use of these net proceeds.
Pending
application of the net proceeds for the purposes as described above, we expect to invest the net proceeds in short-term, interest-bearing
securities, investment grade securities, certificates of deposit or direct or guaranteed obligations of the U.S. government.
CAPITALIZATION
The
following table sets forth our capitalization:
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on
an actual basis as of March 31, 2021;
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on an as adjusted basis, giving additional effect to completion of this offering based on an aggregate of (i) 57,000,000 ordinary shares represented by 1,900,000 ADSs at the offering price of $2.00 per ADS, and (ii) 93,000,000 ordinary shares represented by 3,100,000 ADSs underlying a pre-funded warrant, at the offering price of $1.999 per pre-funded warrant, assuming full exercise of the pre-funded warrants sold in this offering, after deducting the placement agent fees and estimated offering expenses payable by us, resulting in net proceeds of approximately $9.0 million.
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The as adjusted amounts shown
below are unaudited and represent management’s estimate. The information in this table should be read in conjunction with and is
qualified by reference to the financial statements and notes thereto and other financial information incorporated by reference into this
prospectus.
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As of
March 31, 2021
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(Actual)
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(As Adjusted)
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(U.S.$ in thousands)
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Long-term liabilities:
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3,605
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3,605
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Shareholders’ equity:
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Share capital
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37,008
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48,446
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Share Premium
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96,290
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93,606
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Accumulated other comprehensive loss
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1,127
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1,127
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Accumulated deficit
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(127,347
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)
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(127,347
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)
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Total shareholders’ equity
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7,078
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16,047
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Total capitalization (long-term liabilities and equity)
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10,683
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19,652
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The
above table is based on 515,746,293 ordinary shares outstanding as of March 31, 2021 and excludes the following:
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18,916,200
ordinary shares issuable upon the exercise of stock options outstanding at a weighted-average exercise price of $0.175 per ordinary
share (based on the exchange rate reported by the Bank of Israel on such date) equivalent to 630,540 ADSs at a weighted average exercise
price of $5.24 per ADS;
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176,947,640
ordinary shares represented by 5,898,255 ADSs issuable upon the exercise of outstanding warrants at a weighted-average exercise price
of $3.55 per ADS;
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150,000,000 ordinary shares represented by 5,000,000 ADSs issuable upon exercise of unregistered warrants to be issued to the investor in a private placement concurrently with this offering, at an exercise price of $2.00 per ADS; and
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10,500,000
ordinary shares represented by 350,000 ADSs issuable upon the exercise of warrants to be issued as compensation to the placement
agent in connection with this offering, at an exercise price of $2.50 per ADS.
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DILUTION
If you invest in our securities,
your ownership interest will be diluted to the extent of the difference between the offering price per share and the net tangible book
value per share after this offering. We calculate net tangible book value per share by dividing the net tangible book value, which is
tangible assets less total liabilities, by the number of outstanding ordinary shares as represented by ADSs.
Our net tangible book value
as of March 31, 2021, was approximately $7.0 million, or approximately $0.41 per ADS. Net tangible book value per ADS represents the amount
of our total tangible assets less total liabilities divided by the total number of our ADSs outstanding as of March 31, 2021, and multiplying
such amount by 30 (one ADS represents 30 ordinary shares).
After giving further effect to
the sale of 1,900,000 ADSs and 3,100,000 ADS underlying a pre-funded warrant in the aggregate amount of approximately $10.0 million at
an effective offering price of $2.00 per ADS in this offering after deducting the placement agent fees and estimated offering expenses
payable by us, our as adjusted net tangible book value as of March 31, 2021 would have been $16.04 million, or $0.72 per ADS. This represents
an immediate increase in the net tangible book value of $0.31 per ADS to our existing shareholders and an immediate and substantial dilution
in net tangible book value of $1.28 per ADS to the new investor. The following table illustrates this per share dilution:
Offering price per ADS
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$
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2.00
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Net tangible book value per ADS as of March 31, 2021
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$
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0.41
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Increase in net tangible book value per ADS attributable to the investor purchasing ADSs in this offering
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$
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0.31
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As adjusted net tangible book value per ADS as of March 31, 2021, after giving effect to this offering
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$
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0.72
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Dilution per ADS to the new investor in this offering
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$
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1.28
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The
above table is based on 515,746,293 ordinary shares outstanding as of March 31, 2021 and excludes the following:
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18,916,200
ordinary shares issuable upon the exercise of stock options outstanding at a weighted-average exercise price of $0.175 per ordinary
share (based on the exchange rate reported by the Bank of Israel on such date) equivalent to 630,540 ADSs at a weighted average exercise
price of $5.24 per ADS;
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176,947,640
ordinary shares represented by 5,898,255 ADSs issuable upon the exercise of outstanding warrants at a weighted-average exercise price
of $3.55 per ADS;
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150,000,000
ordinary shares represented by 5,000,000 ADSs issuable upon exercise of unregistered warrants to be issued to the investor in a private
placement concurrently with this offering, at an exercise price of $2.00 per ADS; and
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10,500,000 ordinary shares represented by 350,000 ADSs issuable upon the exercise of warrants to be issued as compensation to the placement agent in connection with this offering, at an exercise price of $2.50 per ADS.
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The
above illustration of dilution per share to the investors participating in this offering assumes no exercise of outstanding options to
purchase our ordinary shares or outstanding warrants to purchase our ADSs or ordinary shares. The exercise of outstanding options and
warrants having an exercise price less than the offering price will increase dilution to the new investors.
DESCRIPTION OF SECURITIES WE ARE OFFERING
Ordinary Shares
The material terms and provisions
of our ordinary shares are described under the heading “Description of Share Capital” in the accompanying prospectus.
Pre-Funded Warrants
The following is a summary
of the material terms and provisions of the pre-funded warrants that are being offered hereby. This summary is subject to and qualified
in its entirety by the form of pre-funded warrants, which has been provided to the investor in this offering and which will be filed with
the SEC as an exhibit to Current Report on Form 6-K in connection with this offering and incorporated by reference into the registration
statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of
warrant for a complete description of the terms and conditions of the pre-funded warrants.
Duration and Exercise Price
The pre-funded warrants offered
hereby will have an exercise price of $0.001 per ADS. The pre-funded warrants will be immediately exercisable and may be exercised at
any time after their original issuance until such pre-funded warrants are exercised in full. The exercise prices and numbers of ordinary
shares issuable upon exercise are subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or
similar events affecting our ordinary shares. Pre-funded warrants will be issued in certificated form only.
Exercisability
The pre-funded warrants will
be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by
payment in full for the number of ordinary shares purchased upon such exercise (except in the case of a cashless exercise as discussed
below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder
would own more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately after exercise,
except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding
ordinary shares after exercising the holder’s pre-funded warrants up to 9.99% of the number of ordinary shares outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants.
The investor in this offering may also elect prior to the issuance of pre-funded warrants to have the initial exercise limitation set
at 9.99% of our outstanding ordinary shares.
Cashless Exercise
The holder may elect to receive
upon such exercise (either in whole or in part) the net number of ordinary shares determined according to a formula set forth in the warrant.
Fundamental Transactions
In the event of any fundamental
transaction, as described in the pre-funded warrants and generally including any merger with or into another entity, sale of all or substantially
all of our assets, tender offer or exchange offer, or reclassification of our ordinary shares, then upon any subsequent exercise of a
pre-funded warrant, the holder will have the right to receive as alternative consideration, for each ordinary share that would have been
issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of common shares of the successor
or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as
a result of such transaction by a holder of the number of ordinary shares for which the pre-funded warrant is exercisable immediately
prior to such event.
Transferability
In accordance with its terms
and subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrant
to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable).
Fractional Shares
No fractional ordinary shares
will be issued upon the exercise of the pre-funded warrants. Rather, the number of ordinary shares to be issued will, at our election,
either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal
to such fraction multiplied by the exercise price.
Trading Market
There is no established trading
market for any of the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for a listing for any of
the warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity
of the pre-funded warrants will be limited.
Rights as a Shareholder
Except as otherwise provided
in the pre-funded warrants or by virtue of the holders’ ownership of ordinary shares, the holders of pre-funded warrants do not
have the rights or privileges of holders of our ordinary shares, including any voting rights, until such pre-funded warrant holders exercise
their warrants.
PRIVATE
PLACEMENT OF WARRANTS
Concurrently
with the sale of ADSs and pre-funded warrants in this offering, we will issue and sell to the investor in this offering a warrant to purchase
up to an aggregate of 150,000,000 ordinary shares represented by 5,000,000 ADSs at an initial exercise price equal to $2.00 per ADS.
The exercise price is subject to certain adjustments in the event of (1) payment of a share dividend or other distribution on any class
of capital stock that is payable in ADSs or ordinary shares; (2) subdivisions of outstanding ADSs or ordinary shares into a larger number
of shares; or (3) combinations of outstanding ADSs or ordinary share into a smaller number of shares.
Each
warrant shall be exercisable on the issuance date and shall be exercisable until three years following the effectiveness of an initial
resale registration statement registering the ADSs issuable upon the exercise of the warrants. Subject to limited exceptions, a holder
of warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially
own in excess of 4.99% or 9.99%, or the Beneficial Ownership Limitation, of the number of our ordinary shares outstanding immediately
after giving effect to such exercise. If at the time after the issue date of the warrants, a registration statement or current prospectus
covering the resale of the ADSs or ordinary shares issuable upon exercise of the warrants is not available, the holder may exercise the
warrants in whole or in part on a cashless basis.
If,
at any time while the warrants are outstanding, (1) we consolidate or merge with or into another entity in which the Company is not the
surviving entity; (2) we sell, lease, assign, convey or otherwise transfer all or substantially all of our assets; (3) any tender offer
or exchange offer (whether completed by us or a third party) is completed pursuant to which holders of a majority of our outstanding
ordinary shares (including any ordinary shares underlying the ADSs) tender or exchange their shares for securities, cash or other property;
(4) we effect any reclassification of our ordinary shares or compulsory share exchange pursuant to which outstanding ordinary share is
effectively converted or exchange for other securities, cash or property or (5) any transaction is consummated whereby any person or
entity acquires more than 50% of the Company’s outstanding ordinary shares (including any ordinary shares underlying the ADSs),
each, a Fundamental Transaction, then upon any subsequent exercise of a warrant, the holder thereof will have the right to receive the
same amount and kind of securities, cash or other property as it would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of ordinary shares then underlying
the ADSs issuable upon exercise of the warrant.
If,
at any time while the warrants are outstanding, we declare or make any dividend or other distribution of our assets (or rights to acquire
our assets) to holders of our ordinary shares, by way of return of capital or otherwise, then each holder of a warrant shall be entitled
to participate in such distribution to the same extent that the holder would have participated therein if the holder had held the number
of ADSs or ordinary shares acquirable upon complete exercise of the warrant immediately prior to the record date for such distribution.
If
at any time while the warrants are outstanding we grant, issue or sell any ordinary share equivalents or rights to purchase stock, warrants,
securities or other property pro rata to the record holders of our ordinary shares, or the Purchase Rights, then each holder of a warrant
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could
have acquired if such holder had held the number of ADSs or ordinary shares acquirable upon complete exercise of the warrant immediately
prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken,
the date as of which the record holders of ordinary shares are to be determined for the grant, issue or sale of such Purchase Rights.
Additionally,
we have agreed to issue to the placement agent, or its designees, warrants to purchase up to an aggregate of 10,500,000 ordinary shares
represented by 350,000 ADSs at an initial exercise price equal to $2.50 per ADS. The material terms of the placement agent warrants
are substantially the same as those issuable to the investor, as described above, with the exception of the following terms: (a)
the Beneficial Ownership Limitation is 4.99%, (b) holders of placement agent warrants are not entitled to receive cash dividends or distribution
or return of capital in the form of cash made to holders of ordinary shares or ADSs and (c) the placement agent warrants are exercisable
immediately until the earlier of (i) three years following the effectiveness of an initial resale registration statement registering the
ADSs issuable upon the exercise of the placement agent warrants and (ii) the five-year anniversary of the commencement of sales pursuant
to the offering. See “Plan of Distribution”.
The
warrants, the placement agent warrants and the ADSs and ordinary shares issuable upon exercise of the warrants and placement agent warrants
will be issued and sold without registration under the Securities Act, or state securities laws, in reliance on the exemptions provided
by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable
state laws. Accordingly, the investors and the placement agent, or its designees, may exercise the warrants and the placement agent warrants,
respectively, and sell the underlying ADSs and ordinary shares only pursuant to an effective registration statement under the Securities
Act covering the resale of those securities or pursuant to an applicable exemption from registration under the Securities Act.
PLAN
OF DISTRIBUTION
Pursuant
to an engagement agreement dated August 4, 2021, we have engaged H.C. Wainwright & Co., LLC, or the placement agent, to act as our
exclusive placement agent in connection with this offering of our ADSs pursuant to this prospectus supplement and accompanying prospectus.
Under the terms of the engagement agreement, the placement agent has agreed to be our exclusive placement agent, on a reasonable best
efforts basis, in connection with the issuance and sale by us of our ADSs in this takedown from our shelf registration statement. The
terms of this offering were subject to market conditions and negotiations between us, the placement agent and prospective investors. The
engagement agreement does not give rise to any commitment by the placement agent to purchase any of our securities, and the placement
agent will have no authority to bind us by virtue of the engagement agreement. Further, the placement agent does not guarantee that it
will be able to raise new capital in any prospective offering.
We
have entered into a purchase agreement directly with an investor in connection with this offering, and we will only sell our securities
offered hereby to the investor who has entered into the purchase agreement.
We
expect to deliver the securities being offered pursuant to this prospectus supplement and the accompanying prospectus on or about August
16, 2021, subject to satisfaction of certain customary closing conditions.
We
will pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds. The fee payable on such exercise of such warrants
shall be paid placement agent promptly following receipt by us and in any event within five days from the date(s) on which such warrants
are exercised. We will also pay the placement agent a management fee equal to 1.0% of the gross proceeds raised in this offering, a non-accountable
expense allowance of $75,000 and clearing fees of $15,950. We estimate our total expenses associated with the offering, excluding placement
agent fees and expenses, will be approximately $140,000.
In addition, we agreed to issue unregistered warrants to the placement
agent to purchase a number of ADSs equal to 7.0% of the aggregate number of ADSs sold to the investor in this offering, or 350,000 ADSs.
The placement agent warrants will have an exercise price of $2.50 per ADS and will have substantially the same terms as the warrants being
sold to the investor in the simultaneous private placement transaction, with the exception of the following terms: (a) Beneficial Ownership
Limitation is 4.99%, (b) holders of placement agent warrants are not entitled to receive cash dividends or distribution or return of capital
in the form of cash made to holders of ordinary shares or ADSs and (c) the placement agent warrants are exercisable immediately until
the earlier of (i) three years following the effectiveness of an initial resale registration statement registering the ADSs issuable upon
the exercise of the placement agent warrants and (ii) the five-year anniversary of the commencement of sales pursuant to the offering.
The
following table sets forth the per ADS and total cash placement agent’s fees we will pay to the placement agent in connection with
the sale of the ADSs pursuant to this prospectus supplement and the accompanying prospectus:
|
|
Per ADS
|
|
|
Per Pre-Funded Warrant
|
|
|
Total
|
|
Offering price
|
|
$
|
2.00
|
|
|
$
|
1.999
|
|
|
$
|
9,996,900
|
|
Placement agent’s fees(1)
|
|
$
|
0.14
|
|
|
$
|
0.14
|
|
|
$
|
700,000
|
|
Proceeds, before expenses, to us(2)
|
|
$
|
1.86
|
|
|
$
|
1.859
|
|
|
$
|
9,296,900
|
|
After
deducting those fees and expenses due to the placement agent and our other estimated offering expenses, we expect the net proceeds from
this offering to be approximately $9.0 million
Tail
Financing Payments
We
have agreed that the placement agent shall be entitled to compensation, with respect to any public or private offering or other financing
or capital-raising transaction of any kind, a Tail Financing, to the extent that such financing or capital is provided to the Company
by investors whom the placement agent had contacted during the term of its engagement or introduced to the Company during the term of
the placement agent’s engagement by the Company if such Tail Financing is consummated at any time within the twelve-month period
following the expiration or termination of the placement agent’s engagement by the Company.
Warrant Fee
Upon
any exercise of the warrants issued in the offering for cash, we have agreed to pay the placement agent a cash fee equal to 7.0% of the
aggregate gross proceeds from the exercise of the warrants and to issue to the placement agent additional placement agent warrants to
purchase 7.0% of the number of ADSs underlying the warrants that have been exercised. Such additional placement agent warrants are not
being registered hereby.
Lock-up
Restrictions
Pursuant
to the Purchase Agreement, we have agreed that, for a period of 90 days following the closing of this offering, we will not issue, enter
into an agreement to issue or announce the issuance or proposed issuance of our ADSs, ordinary shares or ordinary shares equivalents.
We
have also agreed that, for a period of thirteen months following the closing date of this offering, we will not (i) issue or sells any
debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional ADSs
or ordinary shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies
with, the trading prices of or quotations for the ADSs or ordinary shares at any time after the initial issuance of such debt or equity
securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to our
business or the market for the ADSs or ordinary shares or (ii) enter into, or effects a transaction under, any agreement, including,
but not limited to, an equity line of credit, “at-the-market” offering or similar transactions whereby we may issue securities
at a future determined price, such transactions in (i) and (ii) above being “Variable Rate Transactions”. However, the prohibition
of Variable Rate Transactions as described above shall not restrict us from issuing ADSs and/or ordinary shares under an at the market
offering program with the placement agent as the sales agent following the date that is 90 days after the closing date of this offering.
Indemnification
We
have agreed to indemnify the placement agent and specified other persons against certain civil liabilities, including liabilities under
the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and to contribute to payments that the
placement agent may be required to make in respect of such liabilities.
Regulation
M
The
placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it, and any profit realized on the resale of the securities sold by it while acting as principal, might be deemed to be underwriting
discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements
of the Securities Act and the Securities Exchange Act of 1934, as amended, or Exchange Act, including, without limitation, Rule 415(a)(4)
under the Securities Act, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases
and sales of ADSs, ordinary shares and warrants by the placement agent acting as principal. Under these rules and regulations, the placement
agent:
|
●
|
may
not engage in any stabilization activity in connection with our securities; and
|
|
●
|
may
not bid for or purchase any of our securities, or attempt to induce any person to purchase any of our securities, other than as permitted
under the Exchange Act, until it has completed its participation in the distribution in the securities offered by this prospectus
supplement.
|
Other
Relationships
The
placement agent and its affiliates may have provided us and our affiliates in the past, and may provide from time to time in the future,
certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course
of their business, for which they have received, and may continue to receive, customary fees and commissions. In addition, from time
to time, the placement agent and their affiliates may effect transactions for their own account or the account of customers, and hold
on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.
The placement agent acted as our placement agent in each of our July 2020, June 2020, February 2020, January 2020, May 2019, April 2019,
January 2019, March 2018 and January 2017 financings, for which it received compensation.
The foregoing description
of the engagement agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to such,
a copy of which will be attached as an exhibit to our Report on Form 6-K being filed with the SEC in connection with this offering.
The
depositary for the ADSs to be issued in this offering is The Bank of New York Mellon.
EXPERTS
The
consolidated financial statements of Can-Fite BioPharma Ltd. and its subsidiaries as of December 31, 2020 and 2019 and for each of the
three years in the period ended December 31, 2020 incorporated by reference in this prospectus supplement and accompanying prospectus
have been audited by Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, an independent registered public accounting
firm, as set forth in their report thereon, included therein, and incorporated herein by reference in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.
LEGAL
MATTERS
McDermott Will & Emery
LLP has passed upon certain legal matters regarding the securities offered hereby under U.S. law, and Doron Tikotzky Kantor Gutman, NassAmit
Gross & Co., Bnei Brak, Israel, has passed upon certain legal matters regarding the securities offered hereby under Israeli law.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form F-3 and relevant exhibits and schedules, under the Securities Act covering
the ordinary shares represented by ADSs to be sold in this offering. This prospectus supplement, which constitutes a part of the registration
statement, summarizes material provisions of contracts and other documents that we refer to in the prospectus supplement. Since this
prospectus supplement does not contain all of the information contained in the registration statement, you should read the registration
statement and its exhibits and schedules for further information with respect to us and our ordinary shares and the ADSs. Our SEC filings,
including the registration statement, are also available to you on the SEC’s Web site at http://www.sec.gov.
In
addition, since our ordinary shares are traded on the TASE, in the past we filed Hebrew language periodic and immediate reports with,
and furnished information to, the TASE and the Israel Securities Authority, or the ISA, as required under Chapter Six of the Israel Securities
Law, 1968. On March 31, 2014, we transitioned solely to U.S. reporting standards in accordance with an applicable exemption
under the Israel Securities Law.
We
are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those
requirements we file reports with the SEC. Those other reports or other information may be inspected without charge at the locations
described above. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content
of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery
provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual,
quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities
are registered under the Exchange Act. However, we file with the SEC, within four months after the end of each fiscal year, or such applicable
time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered
public accounting firm, and submit to the SEC, on Form 6-K, unaudited quarterly financial information for the first three quarters
of each fiscal year within 60 days after the end of each such quarter, or such applicable time as required by the SEC.
INCORPORATION
BY REFERENCE
We
are allowed to incorporate by reference the information we file with the SEC, which means that we can disclose important information
to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus supplement.
We incorporate by reference in this prospectus the documents listed below, and any future Annual Reports on Form 20-F or Reports on Form
6-K (to that extent that such Form 6-K indicates that it is intended to be incorporated by reference herein) filed with the SEC pursuant
to the Exchange Act prior to the termination of the offering. The documents we incorporate by reference are:
|
(1)
|
our
annual report on Form 20-F
for the year ended December 31, 2020, filed with the SEC on March 25, 2021; and
|
|
(2)
|
our Form 6-Ks furnished
with the SEC on March
25, 2021, March
30, 2021, April
5, 2021, April
20, 2021, April
22, 2021, April
23, 2021, April
29, 2021, May
27, 2021, June
1, 2021, June
2, 2021, June
7, 2021, June 14, 2021, June 16, 2021, June
23, 2021, July
8, 2021, July
29, 2021 and August
5, 2021 (in each case, to the extent expressly
incorporated by reference into our effective registration statements on Form F-3).
|
As
you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between
the documents and this prospectus supplement, you should rely on the statements made in the most recent document. All information appearing
in this prospectus supplement is qualified in its entirety by the information and financial statements, including the notes thereto,
contained in the documents incorporated by reference herein.
We
will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered, a copy of these filings,
at no cost, upon written or oral request to us at the following address:
Can-Fite
BioPharma Ltd.
10
Bareket Street, Kiryat Matalon
PO
Box 7537
Petach
Tikva, Israel
Tel:
+ 972 3 924-1114
Attention:
Investor Relations
You
should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We
have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement is accurate only as of
the date on the front cover of this prospectus supplement, or such earlier date, that is indicated in this prospectus supplement. Our
business, financial condition, results of operations and prospects may have changed since that date.
EXPENSES
The
following table sets forth costs and expenses, other than any placement agent fees and expenses, we expect to incur in connection with
the offering.
Legal fees and expenses
|
|
$
|
60,000
|
*
|
Depositary fees
|
|
$
|
50,000
|
*
|
Accounting fees and expenses
|
|
$
|
7,000
|
*
|
Printing expenses
|
|
$
|
2,000
|
*
|
Miscellaneous fees and expenses
|
|
$
|
20,900
|
*
|
|
|
|
|
|
Total
|
|
$
|
139,900
|
*
|
PROSPECTUS
$100,000,000
Ordinary
Shares
American
Depositary Shares representing Ordinary Shares
Warrants
Subscription
Rights
Units
We
may offer, issue and sell from time to time up to US$100,000,000, or its equivalent in any other currency, currency units, or
composite currency or currencies, of our ordinary shares, including in the form of American Depositary Shares, or ADSs, warrants
to purchase ordinary shares, including in the form of ADSs, subscription rights and a combination of such securities, separately
or as units, in one or more offerings. Each ADS represents 30 ordinary shares. This
prospectus provides a general description of offerings of these securities that we may undertake.
We
refer to our ordinary shares, ADSs, warrants, subscription rights, and units, collectively as “securities” in this
prospectus.
Each
time we sell our securities pursuant to this prospectus, we will provide the specific terms of such offering in a supplement to
this prospectus. The prospectus supplement may also add, update, or change information contained in this prospectus. You should
read this prospectus, the accompanying prospectus supplement, together with the additional information described under the heading
“Where You Can More Find Information About Us,” before you make your investment decision.
We
may, from time to time, offer to sell the securities, through public or private transactions, directly or through underwriters,
agents or dealers, on or off the NYSE American or Tel Aviv Stock Exchange Ltd., or the TASE, as applicable, at prevailing market
prices or at privately negotiated prices. If any underwriters, agents or dealers are involved in the sale of any of these securities,
the applicable prospectus supplement will set forth the names of the underwriter, agent or dealer and any applicable fees, commissions
or discounts.
Our
ADSs are listed on the NYSE American under the symbol “CANF”. On
September 24, 2020, the closing price of our ADSs on the NYSE American was US1.72 per ADS. Our ordinary shares also trade on
the Tel Aviv Stock Exchange, or TASE, under the symbol “CFBI”. On September 24, 2020, the last reported sale price
of our ordinary shares on the TASE was NIS 0.202 or $0.058 per share (based on the exchange rate reported by the Bank of Israel
on the same day).
The
aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates on August 18, 2020, as
calculated in accordance with General Instruction I.B.5. of Form F-3, was approximately $41.1 million. During the prior 12 calendar
month period that ends on, and includes, the date of this prospectus, we have offered securities with an aggregate market value
of approximately $11.4 million pursuant to General Instruction I.B.5 of Form F-3.
Investing
in these securities involves a high degree of risk. Please carefully consider the risks discussed in this prospectus under “Risk
Factors” beginning on page 4 and the “Risk Factors” in “Item 3: Key Information- Risk Factors”
of our most recent Annual Report on Form 20-F incorporated by reference in this prospectus and in any applicable prospectus supplement
for a discussion of the factors you should consider carefully before deciding to purchase these securities.
Neither
the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities 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 October 9, 2020
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may sell our securities described in this prospectus in one or
more offerings up to a total dollar amount of $100,000,000. Each time we offer our securities, we will provide you with a supplement
to this prospectus that will describe the specific amounts, prices and terms of the securities we offer. The prospectus supplement
may also add, update or change information contained in this prospectus. This prospectus, together with applicable prospectus
supplements and the documents incorporated by reference in this prospectus and any prospectus supplements, includes all material
information relating to this offering. Please read carefully both this prospectus and any prospectus supplement together with
additional information described below under “Where You Can Find More Information” and “Incorporation By Reference.”
You
should rely only on the information contained in or incorporated by reference in this prospectus and any applicable prospectus
supplement. We have not authorized anyone to provide you with different or additional information. If anyone provides you with
different or inconsistent information, you should not rely on it. The information contained in this prospectus is accurate only
as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of securities described in
this prospectus. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate
as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may
have changed since those dates. This prospectus may not be used to consummate a sale of our securities unless it is accompanied
by a prospectus supplement.
Our
financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or
U.S. GAAP. Our historical results do not necessarily indicate our expected results for any future periods.
Market
data and certain industry data and forecasts used throughout this prospectus were obtained from sources we believe to be reliable,
including market research databases, publicly available information, reports of governmental agencies and industry publications
and surveys. We have relied on certain data from third-party sources, including internal surveys, industry forecasts and market
research, which we believe to be reliable based on our management’s knowledge of the industry. Forecasts are particularly
likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding
general economic growth were used in preparing the third-party forecasts we cite. Statements as to our market position are based
on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this
prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those
discussed under the heading “Risk Factors” in this prospectus.
Certain
figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them
In
this prospectus, unless the context otherwise requires:
|
●
|
references
to “ADSs” refer to American Depositary Shares representing ordinary shares;
|
|
●
|
references
to “A3AR” refer to the A3 adenosine receptor;
|
|
●
|
references
to the “Company,” “we,” “our” and “Can-Fite” refer to Can-Fite BioPharma Ltd.
and its consolidated subsidiary;
|
|
●
|
references
to the “Companies Law” or “Israeli Companies Law” are to Israel’s Companies Law, 5759-1999,
as amended;
|
|
●
|
references
to “dollars,” “U.S. dollars,” “USD” and “$” are to United States Dollars;
|
|
●
|
references
to “HCC” refer to hepatocellular carcinoma, also known as primary liver cancer;
|
|
●
|
references
to “NASH” refer to non-alcoholic steatohepatitis;
|
|
●
|
references
to “ordinary shares,” “our shares” and similar expressions refer to our Ordinary Shares, NIS 0.25
nominal (par) value per share;
|
|
●
|
references
to “shekels” and “NIS” are to New Israeli Shekels, the Israeli currency; and
|
|
●
|
references
to the “SEC” are to the United States Securities and Exchange Commission.
|
On
May 10, 2019, we effected a change in the ratio of our ADSs to ordinary shares from one (1) ADS representing two (2) ordinary
shares to a new ratio of one (1) ADS representing thirty (30) ordinary shares. For ADS holders, the ratio change had the same
effect as a one-for-fifteen reverse ADS split. All ADS and related option and warrant information presented in this prospectus
have been retroactively adjusted to reflect the reduced number of ADSs and the increase in the ADS price which resulted from this
action. Unless otherwise indicated, in this prospectus fractional ADSs have been rounded to the nearest whole number.
We
have not taken any action to permit a public offering of the securities outside the United States or to permit the possession
or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this
prospectus must inform themselves about and observe any restrictions relating to the offering of the securities and the distribution
of this prospectus outside of the United States.
OUR
BUSINESS
This
summary highlights selected information contained elsewhere in this prospectus that we consider important. This summary does not
contain all of the information you should consider before investing in our securities. You should read this summary together with
the entire prospectus, including the risks related to our business, our industry, investing in our ordinary shares and our location
in Israel, that we describe under “Risk Factors” and our consolidated financial statements and the related notes before
making an investment in our securities.
Overview
We
are a clinical stage biopharmaceutical company that develops orally bioavailable small molecule therapeutic products for the treatment
of cancer, liver and inflammatory diseases and erectile dysfunction. We also co-develop specific formulations of cannabis components
for the treatment of cancer, inflammatory, autoimmune, and metabolic diseases. Our platform technology utilizes the Gi protein
associated A3AR as a therapeutic target. A3AR is highly expressed in inflammatory and cancer cells, and not significantly expressed
in normal cells, suggesting that the receptor could be a unique target for pharmacological intervention. Our pipeline of drug
candidates are synthetic, highly specific agonists and allosteric modulators, or ligands or molecules that initiate molecular
events when binding with target proteins, targeting the A3AR.
Our
product pipeline is based on the research of Dr. Pnina Fishman, who investigated a clinical observation that tumor metastasis
can be found in most body tissues, but are rarely found in muscle tissue, which constitutes approximately 60% of human body weight.
Dr. Fishman’s research revealed that one reason that striated muscle tissue is resistant to tumor metastasis is that muscle
cells release small molecules which bind with high selectivity to the A3AR. As part of her research, Dr. Fishman also discovered
that A3ARs have significant expression in tumor and inflammatory cells, whereas normal cells have low or no expression of this
receptor. The A3AR agonists and allosteric modulators, currently our pipeline of drug candidates, bind with high selectivity and
affinity to the A3ARs and upon binding to the receptor initiate down-stream signal transduction pathways resulting in apoptosis,
or programmed cell death, of tumors and inflammatory cells and to the inhibition of inflammatory cytokines. Cytokines are proteins
produced by cells that interact with cells of the immune system in order to regulate the body’s response to disease and
infection. Overproduction or inappropriate production of certain cytokines by the body can result in disease.
Our
product candidates, CF101, CF102 and CF602, are being developed to treat autoimmune inflammatory indications, oncology and liver
diseases, COVID-19 as well as erectile dysfunction. CF101, also known as Piclidenoson, is in an advance stage of clinical development
for the treatment of autoimmune-inflammatory diseases, including rheumatoid arthritis and psoriasis. CF101 is also being developed
for the treatment of coronavirus. CF102, also known as Namodenoson, is being developed for the treatment of HCC and has orphan
drug designation for the treatment of HCC in the United States and Europe. Namodenoson was granted Fast Track designation by the
FDA as a second line treatment to improve survival for patients with advanced HCC who have previously received Nexavar (sorafenib).
Namodenoson is also being developed for the treatment of NASH, a disease for which no FDA approved therapies currently exist.
CF602 is our second generation allosteric drug candidate for the treatment of erectile dysfunction, which has shown efficacy in
the treatment of erectile dysfunction in preclinical studies and we are investigating additional compounds, targeting A3AR, for
the treatment of erectile dysfunction. Preclinical studies revealed that our drug candidates have potential to treat additional
inflammatory diseases, such as Crohn’s disease, oncological diseases, viral diseases, such as the JC virus, and obesity.
We
believe our pipeline of drug candidates represent a significant market opportunity. For instance, according to iHealthcareAnalyst,
the world rheumatoid arthritis market size is predicted to generate revenues of $50.5 billion by 2025 and according to SNS Research,
the psoriasis drug market is forecasted to be worth $11.5 billion by the end of 2020. According to DelveInsight, the HCC drug
market in the G8 countries (U.S., Germany, France, Italy, Spain, UK, Japan and China) is expected to reach $3.8 billion by 2027.
We
have in-licensed an allosteric modulator of the A3AR, CF602 from Leiden University. In addition, we have out-licensed the following:
|
●
|
Piclidenoson
for the treatment of (i) rheumatoid arthritis to Kwang Dong Pharmaceutical Co. Ltd., for South Korea, (ii) psoriasis and rheumatoid
arthritis to Cipher Pharmaceuticals for Canada, (iii) rheumatoid arthritis and psoriasis to Gebro Holding for Spain, Switzerland
and Austria, (iv) rheumatoid arthritis and psoriasis to CMS Medical, or CMS, for China (including Hong Kong, Macao and Taiwan),
and (v) psoriasis to Kyongbo Pharm Co. Ltd. for South Korea; and
|
|
●
|
Namodenoson
for the treatment of (i) liver cancer and NASH to Chong Kun Dang Pharmaceuticals for South Korea, and (ii) advanced liver
cancer and NAFLD/NASH to CMS for China (including Hong Kong, Macao and Taiwan).
|
On
September 10, 2019, we entered into a collaboration agreement with Univo Pharmaceuticals, or Univo, a medical cannabis company,
to identify and co-develop specific formulations of cannabis components for the treatment of cancer, inflammatory, autoimmune,
and metabolic diseases. Under the collaboration agreement, Univo will provide us with cannabis and cannabis components, as well
as full access to its laboratories for both research and manufacturing. We agreed to pay Univo a total of $500,000 in two installments
and issued to Univo 19,934,355 ordinary shares through a private placement, representing approximately 16.6% of Can-Fite’s
ordinary shares outstanding after giving effect to the issuance. In addition, in connection therewith, we issued 996,690 ordinary
shares to a consultant. The companies will initially share ownership of intellectual property developed in this collaboration.
Revenues derived from the collaboration will generally be shared between us and Univo on the basis of each party’s contribution.
Golan Bitton, Univo’s CEO was appointed to our board of directors in December 2019. On February 17, 2020, we entered into
an amendment to the collaboration agreement pursuant to which the parties expanded the collaboration to allow the testing of minute
cannabidiol (CBD) concentrations/dosages in combination with Namodenoson on liver cancer and additional oncological indications.
As part of the expansion, we agreed to fund the research and development activities for the two new indications, to be jointly
performed, for an amount of $200,000 per indication. On February 27, 2020, Golan Bitton resigned from our board of directors,
effective immediately.
We
are currently: (i) conducting a Phase III trial for Piclidenoson in the treatment of rheumatoid arthritis with an interim analysis
expected to be released in the fourth quarter of 2020, (ii) conducting a Phase III trial for Piclidenoson in the treatment of
psoriasis with an interim analysis expected to be released in the fourth quarter of 2020, (iii) preparing to commence a Phase
III trial for Namodenoson in the treatment of liver cancer, (iv) engaged in preparatory steps for the initiation of a clinical
trial of Namodenoson in the treatment of NASH, (v) investigating Piclidenoson for the treatment of coronavirus which includes
a planned Phase II clinical trial, (vi) investigating additional compounds, targeting the A3 adenosine receptor, for
the treatment of erectile dysfunction, and (vii) co-developing with Univo formulations of cannabis components for the treatment
of diseases in which there is an overexpression of A3AR.
RISK
FACTORS
Investing
in our securities involves significant risks. Before making an investment decision, you should carefully consider the risks described
under “Risk Factors” in the applicable prospectus supplement and under Item 3.D. – “Risk Factors”
in our most recent Annual Report on Form 20-F, or any updates in our Reports on Form 6-K, together with all of the other information
appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light
of your particular investment objectives and financial circumstances. The risks so described are not the only risks facing us.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business,
financial condition and results of operations could be materially adversely affected by any of these risks. The trading price
of our securities could decline due to any of these risks, and you may lose all or part of your investment. The discussion of
risks includes or refers to forward-looking statements; you should read the explanation of the qualifications and limitations
on such forward-looking statements discussed elsewhere in this prospectus.
OFFER
STATISTICS AND EXPECTED TIMETABLE
We
may sell from time to time pursuant to this prospectus (as may be detailed in prospectus supplements) an indeterminate number
of securities as shall have a maximum aggregate offering price of $100,000,000. The actual per share price of the securities
that we will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer (see “Plan
of Distribution” below).
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus contains forward-looking statements, about our expectations, beliefs or intentions regarding, among other things, our
product development efforts, business, financial condition, results of operations, strategies or prospects. In addition, from
time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking
statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,”
“plan,” “may,” “should” or “anticipate” or their negatives or other variations
of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current
matters. These forward-looking statements may be included in, but are not limited to, various filings made by us with the SEC,
press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements
relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking
statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that
could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements.
Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in
forward-looking statements, including, but not limited to, the factors summarized below.
This
prospectus identifies important factors which could cause our actual results to differ materially from those indicated by the
forward-looking statements, particularly those set forth under the heading “Risk Factors.” The risk factors included
in this prospectus are not necessarily all of the important factors that could cause actual results to differ materially from
those expressed in any of our forward-looking statements. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. Factors that could cause our actual results to differ materially from those expressed
or implied in such forward-looking statements include, but are not limited to:
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our
history of losses and needs for additional capital to fund our operations and our inability
to obtain additional capital on acceptable terms, or at all;
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uncertainties
of cash flows and inability to meet working capital needs;
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risks
related to the coronavirus outbreak;
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the
initiation, timing, progress and results of our preclinical studies, clinical trials
and other product candidate development efforts;
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our
ability to advance our product candidates into clinical trials or to successfully complete
our preclinical studies or clinical trials;
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our
receipt of regulatory approvals for our product candidates, and the timing of other regulatory
filings and approvals;
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the
clinical development, commercialization and market acceptance of our product candidates;
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our
ability to establish and maintain strategic partnerships and other corporate collaborations;
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the
implementation of our business model and strategic plans for our business and product
candidates;
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the
scope of protection we are able to establish and maintain for intellectual property rights
covering our product candidates and our ability to operate our business without infringing
the intellectual property rights of others;
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competitive
companies, technologies and our industry;
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risks
related to not satisfying the continued listing requirements of NYSE American; and
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statements
as to the impact of the political and security situation in Israel on our business.
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All
forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this prospectus and
are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligations
to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect
the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
USE
OF PROCEEDS
Except
as otherwise provided in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities
offered by this prospectus for general corporate purposes, which may include working capital, capital expenditures, research and
development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments,
and the repayment, refinancing, redemption or repurchase of future indebtedness or capital stock.
The
intended application of proceeds from the sale of any particular offering of securities using this prospectus will be described
in the accompanying prospectus supplement relating to such offering. The precise amount and timing of the application of these
proceeds will depend on our funding requirements and the availability and costs of other funds.
CAPITALIZATION
The
following table sets forth our capitalization on an actual basis as of June 30, 2020:
The
information in this table should be read in conjunction with and is qualified by reference to the financial statements and notes
thereto and other financial information incorporated by reference into this prospectus.
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As June 30, 2020
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(Actual)
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(U.S.$
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in thousands)
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Long-term liabilities:
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2,143
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Shareholders’ equity:
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Ordinary shares
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29,234
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Additional paid-in capital
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98,056
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Accumulated other comprehensive loss
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1,127
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Accumulated deficit
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(119,261
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)
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Total shareholder’s equity
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9,156
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Total capitalization (long-term liabilities and equity)
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11,299
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DESCRIPTION
OF SHARE CAPITAL
The
following description of our share capital summarizes certain provisions of our Amended and Restated Articles of Association.
Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the
provisions of our Amended and Restated Articles of Association, copies of which have been filed as exhibits to the registration
statement of which this prospectus forms a part.
Ordinary
Shares
As
of September 24, 2020, our authorized share capital consists of 1,000,000,000 ordinary shares, par value NIS 0.25 per share, of
which 462,419,463 are outstanding.
All
of our outstanding ordinary shares will be validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable
and do not have any preemptive rights. Pursuant to Israeli securities laws, a company whose shares are traded on the TASE may
not have more than one class of shares (subject to an exception which is not applicable to us), and all outstanding shares must
be validly issued and fully paid. Shares and convertible securities may not be issued without the consent of the Israeli Securities
Authority and the TASE and all outstanding shares must be registered for trading on the TASE.
We
effected a 1-for-25 reverse share split with respect to our ordinary shares, options and warrants on May 12, 2013. Unless indicated
otherwise by the context, all ordinary share, option, warrant and per share amounts as well as stock prices appearing in this
prospectus have been adjusted to give retroactive effect to the share split for all periods presented.
Registration
Number and Purposes of the Company
Our
number with the Israeli Registrar of Companies is 512022153. Our purpose is set forth in Section 3 of our Amended and Restated
Articles of Association and includes every lawful purpose.
Our
ordinary shares that are fully paid for are issued in registered form and may be freely transferred under our Amended and Restated
Articles of Association, unless the transfer is restricted or prohibited by applicable law or the rules of a stock exchange on
which the shares are traded. The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any
way by our Amended and Restated Articles of Association or the laws of the State of Israel, except for ownership by nationals
of some countries that are, or have been, in a state of war with Israel.
Pursuant
to the Israeli Companies Law and our Amended and Restated Articles of Association, our board of directors may exercise all powers
and take all actions that are not required under law or under our Amended and Restated Articles of Association to be exercised
or taken by our shareholders, including the power to borrow money for company purposes.
Our
Amended and Restated Articles of Association enable us to increase or reduce our share capital. Any such changes are subject to
the provisions of the Israeli Companies Law and must be approved by a resolution duly passed by our shareholders at a general
or special meeting by voting on such change in the capital. In addition, transactions that have the effect of reducing capital,
such as the declaration and payment of dividends in the absence of sufficient retained earnings and profits and an issuance of
shares for less than their nominal value, require a resolution of our board of directors and court approval.
Dividends
We
may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings. Under
the Israeli Companies Law, dividend distributions are determined by the board of directors and do not require the approval of
the shareholders of a company unless such company’s articles of association provide otherwise. Our Amended and Restated
Articles of Association do not require shareholder approval of a dividend distribution and provide that dividend distributions
may be determined by our board of directors.
Pursuant
to the Israeli Companies Law, we may only distribute dividends from our profits accrued over the previous two years, as defined
in the Israeli Companies Law, according to our then last reviewed or audited financial reports, or we may distribute dividends
with court approval. In each case, we are only permitted to pay a dividend if there is no reasonable concern that payment of the
dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.
Election
of Directors
Our
Amended and Restated Articles of Association provide that the maximum number of members of the Board of Directors is 13. The Board
of Directors is presently comprised of six members.
In
February 2020, a special general meeting of our shareholders approved an amendment to the our Amended and Restated Articles of
Association, according to which the Board of Directors, excluding the external directors, if any (who shall be elected and serve
in office in strict accordance with the provisions of the Companies Law, if so required by the Companies Law), shall consist of
three classes of directors as nearly equal in number as practicable, which are appointed for fixed terms of office in accordance
with the Israeli Companies Law and our Amended and Restated Articles of Association, as follows: (i) the term of office of the
initial Class I directors shall expire at the first annual general meeting of our shareholders to be held in 2020 and when their
successors are elected and qualified, (ii) the term of office of the initial Class II directors shall expire at the first annual
general meeting of our shareholders following the annual general meeting of our shareholders referred to in clause (i) above and
when their successors are elected and qualified, and (iii) the term of office of the initial Class III directors shall expire
at the first annual general meeting of our shareholders following the annual general meeting of our shareholders referred to in
clause (ii) above and when their successors are elected and qualified.
Directors
(other than external directors), may be elected only in annual general meetings of our shareholders. At each annual general meeting
of our shareholders, commencing with the annual general meeting of our shareholders to be held in 2020, each of the successors
elected to replace the directors of a class whose term shall have expired at such annual general meeting of our shareholders shall
be elected to hold office until the third annual general meeting of our shareholders next succeeding his or her election and until
his or her respective successor shall have been elected and qualified. Notwithstanding anything to the contrary, each director
shall serve until his or her successor is elected and qualified or until such earlier time as such director’s office is
vacated.
If
the number of directors (excluding external directors) that constitutes the Board of Directors is hereafter changed, the then-serving
directors shall be re-designated to other classes and/or any newly created directorships or decrease in directorships shall be
apportioned by the Board of Directors among the classes so as to make all classes as nearly equal in number as is practicable,
provided that no decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent
director.
Directors
so elected may not be dismissed from office by the shareholders or by a general meeting of our shareholders prior to the expiration
of their term of office. The directors do not receive any benefits upon the expiration of their term of office.
The
three classes of directors are Class I Directors, Class II Directors and Class III Directors. Abraham Sartani serves as our Class
I Director until the close of the annual meeting to be held in 2020; Ilan Cohn serves as our Class II Director until the close
of the annual meeting to be held in 2021; and Dr. Pnina Fishman and Mr. Guy Regev serve as our Class III Directors until the close
of the annual meeting to be held in 2022.
Any
amendment, replacement or suspension of our Amended and Restated Articles of Association regarding the election of directors,
as described above, require a majority of 65% of the voting power represented at the general meeting of our shareholders in person
or by proxy and voting thereon, disregarding abstentions from the count of the voting power present and voting, provided that
such majority constitutes more than 20% of our then issued and outstanding share capital.
A
nominee for service as a director in a public company may not be elected without submitting a declaration to the company, prior
to election, specifying that he or she has the requisite qualifications to serve as a director, independent director or external
director (if required), as applicable, and the ability to devote the appropriate time to performing his or her duties as such.
A
director, who ceases to meet the statutory requirements to serve as a director, external director or independent director, as
applicable, must notify the company to that effect immediately and his or her service as a director will expire upon submission
of such notice.
Shareholder
Meetings
Under
Israeli Companies Law, we are required to hold an annual general meeting of our shareholders once every calendar year that must
be no later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting
of shareholders are referred to as special meetings. Our board of directors may call special meetings whenever it sees fit, at
such time and place, within or outside of Israel, as it may determine. In addition, the Israeli Companies Law and our Amended
and Restated Articles of Association provide that our board of directors is required to convene a special meeting upon the written
request of (i) any two of our directors or one quarter of our board of directors or (ii) one or more shareholders holding, in
the aggregate, either (1) 5% of our outstanding shares and 1% of our outstanding voting power or (2) 5% of our outstanding voting
power.
Subject
to the provisions of the Israeli Companies Law and the regulations promulgated thereunder, shareholders entitled to participate
and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which may be between
four and forty days prior to the date of the meeting. Furthermore, the Israeli Companies Law and our Amended and Restated Articles
of Association require that resolutions regarding the following matters must be passed at a general meeting of our shareholders:
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amendments
to our Amended and Restated Articles of Association;
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appointment
or termination of our auditors;
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appointment
of directors and appointment and dismissal of external directors;
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approval
of acts and transactions requiring general meeting approval pursuant to the Israeli Companies Law;
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director
compensation, indemnification and change of the principal executive officer;
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increases
or reductions of our authorized share capital;
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a
merger; and
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the
exercise of our Board of Director’s powers by a general meeting, if our board of directors is unable to exercise its
powers and the exercise of any of its powers is required for our proper management.
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The
Israeli Companies Law requires that a notice of any annual or special shareholders meeting be provided at least 21 days prior
to the meeting and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions
with office holders or interested or related parties, or an approval of a merger, notice must be provided at least 35 days prior
to the meeting.
The
Israeli Companies Law does not allow shareholders of publicly traded companies to approve corporate matters by written consent.
Consequently, our Amended and Restated Articles of Association does not allow shareholders to approve corporate matters by written
consent.
Pursuant
to our Amended and Restated Articles of Association, holders of our ordinary shares have one vote for each ordinary share held
on all matters submitted to a vote before the shareholders at a general meeting.
Quorum
The
quorum required for our general meetings of shareholders consists of at least two shareholders present in person, by proxy or
written ballot who hold or represent between them at least 25% of the total outstanding voting rights.
A
meeting adjourned for lack of a quorum is adjourned to the same day in the following week at the same time and place or on a later
date if so specified in the summons or notice of the meeting. At the reconvened meeting, any number of our shareholders present
in person or by proxy shall constitute a lawful quorum.
Resolutions
Our
Amended and Restated Articles of Association provide that all resolutions of our shareholders require a simple majority vote,
unless otherwise required by applicable law.
Israeli
law provides that a shareholder of a public company may vote in a meeting and in a class meeting by means of a written ballot
in which the shareholder indicates how he or she votes on resolutions relating to the following matters:
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an
appointment or removal of directors;
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an
approval of transactions with office holders or interested or related parties;
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an
approval of a merger or any other matter in respect of which there is a provision in the articles of association providing
that decisions of the general meeting may also be passed by written ballot;
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authorizing
the chairman of the board of directors or his relative to act as our chief executive officer or act with such authority; or
authorize our chief executive officer or his relative to act as the chairman of the board of directors or act with such authority;
and
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other
matters which may be prescribed by Israel’s Minister of Justice.
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The
provision allowing the vote by written ballot does not apply where the voting power of the controlling shareholder is sufficient
to determine the vote. Our Amended and Restated Articles of Association provide that our board of directors may prevent voting
by means of a written ballot and this determination is required to be stated in the notice convening the general meeting.
The
Israeli Companies Law provides that a shareholder, in exercising his or her rights and performing his or her obligations toward
the company and its other shareholders, must act in good faith and in a customary manner, and avoid abusing his or her power.
This is required when voting at general meetings on matters such as changes to the articles of association, increasing our registered
capital, mergers and approval of related party transactions. A shareholder also has a general duty to refrain from depriving any
other shareholder of its rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that its
vote can determine the outcome of a shareholder vote and any shareholder who, under such company’s articles of association,
can appoint or prevent the appointment of an office holder, is required to act with fairness towards the company. The Israeli
Companies Law does not describe the substance of this duty except to state that the remedies generally available upon a breach
of contract will also apply to a breach of the duty to act with fairness, and, to the best of our knowledge, there is no binding
case law that addresses this subject directly.
Under
the Israeli Companies Law, unless provided otherwise in a company’s articles of association, a resolution at a shareholders
meeting requires approval by a simple majority of the voting rights represented at the meeting, in person, by proxy or written
ballot, and voting on the resolution. A resolution for the voluntary winding up of the company requires the approval of holders
of 75% of the voting rights represented at the meeting, in person, by proxy or by written ballot and voting on the resolution.
In
the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of
our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected
by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that
may be authorized in the future.
Access
to Corporate Records
Under
the Israeli Companies Law, all shareholders of a company generally have the right to review minutes of our general meetings, its
shareholders register and principal shareholders register, articles of association, financial statements and any document it is
required by law to file publicly with the Israeli Companies Registrar and the Israel Securities Authority. Any of our shareholders
may request access to review any document in our possession that relates to any action or transaction with a related party, interested
party or office holder that requires shareholder approval under the Israeli Companies Law. We may deny a request to review a document
if we determine that the request was not made in good faith, that the document contains a commercial secret or a patent or that
the document’s disclosure may otherwise prejudice our interests.
Acquisitions
under Israeli Law
Full
Tender Offer
A
person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the target company’s
issued and outstanding share capital is required by the Israeli Companies Law to make a tender offer to all of our shareholders
for the purchase of all of the issued and outstanding shares of the company. A person wishing to acquire shares of a public Israeli
company and who would as a result hold over 90% of the issued and outstanding share capital of a certain class of shares is required
to make a tender offer to all of the shareholders who hold shares of the same class for the purchase of all of the issued and
outstanding shares of the same class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding
share capital of the company or of the applicable class, all of the shares that the acquirer offered to purchase will be transferred
to the acquirer by operation of law (provided that a majority of the offerees that do not have a personal interest in such tender
offer shall have approved the tender offer except that if the total votes to reject the tender offer represent less than 2% of
the company’s issued and outstanding share capital, in the aggregate, approval by a majority of the offerees that do not
have a personal interest in such tender offer is not required to complete the tender offer). However, a shareholder that had its
shares so transferred may petition the court within six months from the date of acceptance of the full tender offer, whether or
not such shareholder agreed to the tender or not, to determine whether the tender offer was for less than fair value and whether
the fair value should be paid as determined by the court unless the acquirer stipulated in the tender offer that a shareholder
that accepts the offer may not seek appraisal rights. If the shareholders who did not accept the tender offer hold 5% or more
of the issued and outstanding share capital of the company or of the applicable class, the acquirer may not acquire shares of
the company that will increase its holdings to more than 90% of our issued and outstanding share capital or of the applicable
class from shareholders who accepted the tender offer.
Special
Tender Offer
The
Israeli Companies Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender
offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company,
unless one of the exemptions in the Israeli Companies Law is met. This rule does not apply if there is already another holder
of at least 25% of the voting rights in the company. Similarly, the Israeli Companies Law provides that an acquisition of shares
in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a holder
of 45% or more of the voting rights in the company, if there is no other shareholder of the company who holds 45% or more of the
voting rights in the company, unless one of the exemptions in the Israeli Companies Law is met.
A
special tender offer must be extended to all shareholders of a company but the offeror is not required to purchase shares representing
more than 5% of the voting power attached to our outstanding shares, regardless of how many shares are tendered by shareholders.
A special tender offer may be consummated only if (i) at least 5% of the voting power attached to our outstanding shares will
be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected
to the offer.
If
a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the
purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target
company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the
purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
Merger
The
Israeli Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements
described under the Israeli Companies Law are met, a majority of each party’s shares voted on the proposed merger at a shareholders’
meeting called with at least 35 days’ prior notice.
For
purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the
shares represented at the shareholders meeting that are held by parties other than the other party to the merger, or by any person
who holds 25% or more of the outstanding shares or the right to appoint 25% or more of the directors of the other party, vote
against the merger. If the transaction would have been approved but for the separate approval of each class or the exclusion of
the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least
25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value
of the parties to the merger and the consideration offered to the shareholders.
Upon
the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that
there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations
of any of the parties to the merger, and may further give instructions to secure the rights of creditors.
In
addition, a merger may not be completed unless at least 50 days have passed from the date that a proposal for approval of the
merger was filed by each party with the Israeli Registrar of Companies and 30 days have passed from the date the merger was approved
by the shareholders of each party.
Antitakeover
Measures
The
Israeli Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares,
including shares providing certain preferred rights, distributions or other matters and shares having preemptive rights. As of
the date of this prospectus, we do not have any authorized or issued shares other than our ordinary shares. In the future, if
we do create and issue a class of shares other than ordinary shares, such class of shares, depending on the specific rights that
may be attached to them, may delay or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium
over the market value of their ordinary shares. The authorization of a new class of shares will require an amendment to our Amended
and Restated Articles of Association which requires the prior approval of the holders of a majority of our shares at a general
meeting. In addition, the rules and regulations of the TASE also limit the terms permitted with respect to a new class of shares
and prohibit any such new class of shares from having voting rights. Shareholders voting in such meeting will be subject to the
restrictions provided in the Israeli Companies Law as described above.
Borrowing
Powers
Under
the Israeli Companies Law and our Amended and Restated Articles of Association, our board of directors may exercise all powers
and take all actions that are not required under law or under our amended and restated articles of association to be exercised
or taken by our shareholders or other corporate bodies, including the power to borrow money for company purposes.
Changes
in Capital
Our
Amended and Restated Articles of Association enable us to increase or reduce our share capital. Any such changes are subject to
the provisions of the Israeli Companies Law and must be approved by a resolution duly passed by our shareholders at a general
meeting by voting on such change in the capital. In addition, transactions that have the effect of reducing capital, such as the
declaration and payment of dividends in the absence of sufficient retained earnings or profits and, in certain circumstances,
an issuance of shares for less than their nominal value, require the approval of both our board of directors and an Israeli court.
DESCRIPTION
OF AMERICAN DEPOSITARY SHARES
The
Bank of New York Mellon, as Depositary, will register and deliver American Depositary Shares, or ADSs. Each ADS will represent
thirty (30) ordinary shares (or a right to receive thirty (30) ordinary shares) deposited with the principal Tel Aviv office of
Bank Hapoalim, as custodian for the Depositary. Each ADS will also represent any other securities, cash or other property which
may be held by the Depositary. The Depositary’s corporate trust office at which the ADSs will be administered is located
at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon’s principal executive office is located at
One Wall Street, New York, New York 10286.
You
may hold ADSs either (i) directly (a) by having an American Depositary Receipt, or an ADR, which is a certificate evidencing a
specific number of ADSs, registered in your name, or (b) by having ADSs registered in your name in the Direct Registration System,
or DRS, or (ii) indirectly by holding a security entitlement in ADSs through your broker or other financial institution. If you
hold ADSs directly, you are a registered ADS holder, or an ADS holder. The description in this section assumes you are an ADS
holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert
the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out
what those procedures are.
The
DRS is a system administered by The Depository Trust Company, or DTC, pursuant to which the Depositary may register the ownership
of uncertificated ADSs, which ownership is confirmed by periodic statements sent by the Depositary to the registered holders of
uncertificated ADSs.
As
an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs
shareholder rights. The Depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you
will have ADS holder rights. The Deposit Agreement among us, the Depositary and you, as an ADS holder, and all other persons indirectly
holding ADSs sets out ADS holder rights as well as the rights and obligations of the Depositary. New York law governs the Deposit
Agreement and the ADSs.
The
following is a summary of the material provisions of the Deposit Agreement. For more complete information, you should read the
entire Deposit Agreement and the form of ADS. Directions on how to obtain copies of those documents are provided under “Where
You Can Find More Information”.
Dividends
and Other Distributions
How
will you receive dividends and other distributions on the shares?
The
Depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on shares or
other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number
of ordinary shares your ADSs represent.
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Cash.
The Depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can
do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government
approval is needed and cannot be obtained, the Deposit Agreement allows the Depositary to distribute the foreign currency
only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account
of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
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Before
making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. It will distribute
only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate
during a time when the Depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
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Shares.
The Depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution.
The Depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fractional ADS and
distribute the net proceeds in the same way as it does with cash. If the Depositary does not distribute additional ADSs, the
outstanding ADSs will also represent the new shares. The Depositary may sell a portion of the distributed shares sufficient
to pay its fees and expenses in connection with that distribution.
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Rights
to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or
any other rights, the Depositary may make these rights available to ADS holders. If the Depositary decides it is not legal
and practical to make the rights available but that it is practical to sell the rights, the Depositary will use reasonable
efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The Depositary will allow rights
that are not distributed or sold to lapse. In that case, you will receive no value for them.
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If
the Depositary makes rights available to ADS holders, it will exercise the rights and purchase the shares on your behalf.
The Depositary will then deposit the shares and deliver ADSs to the persons entitled to them. It will only exercise rights
if you pay it the exercise price and any other charges the rights require you to pay.
U.S.
securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights.
For example, you may not be able to trade these ADSs freely in the United States. In this case, the Depositary may deliver
restricted Depositary shares that have the same terms as the ADSs described in this section except for changes needed
to put the necessary restrictions in place.
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Other
Distributions. The Depositary will send to ADS holders anything else we distribute on deposited securities by any means
it thinks is legal, fair and practicable. If it cannot make the distribution in that way, the Depositary has a choice. It
may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide
to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the Depositary
is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from
us that it is legal to make that distribution. The Depositary may sell a portion of the distributed securities or property
sufficient to pay its fees and expenses in connection with that distribution.
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The
Depositary is not responsible if it decides that it is unlawful or impracticable to make a distribution available to any ADS holders. We
have no obligation to register ADSs, shares, rights or other securities under the Securities Act other than in accordance with
a registration rights agreement entered into in connection with our March 2014 private placement. We also have no obligation to take
any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you
may not receive the distributions we make on our shares or any value for them if it is illegal or impracticable for us to make
them available to you.
Deposit,
Withdrawal and Cancellation
How
are ADSs issued?
The
Depositary will deliver ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian.
Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary
will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person
or persons that made the deposit.
How
can ADS holders withdraw the deposited securities?
You
may surrender your ADSs at the Depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes
or charges, such as stamp taxes or stock transfer taxes or fees, the Depositary will deliver the shares and any other deposited
securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at
your request, risk and expense, the Depositary will deliver the deposited securities at its corporate trust office, if feasible.
How
do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You
may surrender your ADR to the Depositary for the purpose of exchanging your ADR for uncertificated ADSs. The Depositary will cancel
that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated
ADSs. Alternatively, upon receipt by the Depositary of a proper instruction from a registered holder of uncertificated ADSs requesting
the exchange of uncertificated ADSs for certificated ADSs, the Depositary will execute and deliver to the ADS holder an ADR evidencing
those ADSs.
Voting
Rights
How
do you vote?
ADS
holders may instruct the Depositary to vote the number of deposited shares their ADSs represent. The Depositary will notify ADS
holders of shareholders’ meetings and arrange to deliver our voting materials to them if we ask it to. Those materials will
describe the matters to be voted on and explain how ADS holders may instruct the Depositary how to vote. For instructions to be
valid, they must reach the Depositary by a date set by the Depositary. Otherwise, you will not be able to exercise your
right to vote unless you withdraw the shares. To do so, however, you would need to know about the meeting sufficiently in advance
to withdraw the shares.
The
Depositary will try, as far as practical, subject to the laws of Israel and of our Amended and Restated Articles of Association
or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders.
The Depositary will only vote or attempt to vote as instructed.
We
cannot assure you that you will receive the voting materials in time to ensure that you can instruct the Depositary to vote your
shares. In addition, the Depositary and its agents are not responsible for failing to carry out voting instructions or for the
manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there
may be nothing you can do if your shares are not voted as you requested.
In
order to give you a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to deposited
securities, if we request the Depositary to act, we agreed under the Deposit Agreement to give the Depositary notice of any such
meeting and details concerning the matters to be voted upon not less than 45 days in advance of the meeting date.
Fees
and Expenses
Persons
depositing or withdrawing shares or ADS holders must pay :
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For:
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$5.00
(or less) per 100 ADSs (or portion of 100 ADSs)
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Issuance
of ADSs, including issuances resulting from a distribution of shares or rights or other property
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Cancellation
of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates
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$.05 (or
less) per ADS
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Any
cash distribution to ADS holders
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A
fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited
for issuance of ADSs
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Distribution
of securities distributed to holders of deposited securities which are distributed by the Depositary to ADS holders
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$.05
(or less) per ADSs per calendar year
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Depositary
services
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Registration
or transfer fees
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Transfer
and registration of shares on our share register to or from the name of the Depositary or its agent when you deposit or withdraw
shares
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Expenses
of the Depositary
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Cable,
telex and facsimile transmissions (when expressly provided in the Deposit Agreement)
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Converting
foreign currency to U.S. dollars
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Taxes
and other governmental charges the Depositary or the custodian have to pay on any ADS or share underlying an ADS, for example,
stock transfer taxes, stamp duty or withholding taxes
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As necessary
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Any
charges incurred by the Depositary or its agents for servicing the deposited securities
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As necessary
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The
Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs
for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to
investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.
The Depositary may collect its annual fee for depositary services by deduction from cash distributions, by directly billing investors
or by charging the book-entry system accounts of participants acting for them. The Depositary may generally refuse to provide
fee-attracting services until its fees for those services are paid.
From
time to time, the Depositary may make payments to us to reimburse us for expenses and/or share revenue with us from the fees collected
from ADS holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of the
establishment and maintenance of the ADS program. In performing its duties under the Deposit Agreement, the Depositary may use
brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.
Payment
of Taxes
You
will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented
by any of your ADSs. The Depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities
represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities
represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the Depositary sells deposited
securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send
to ADS holders any property, remaining after it has paid the taxes.
Reclassifications,
Recapitalizations and Mergers
If
we:
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Then:
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● Change
the nominal or par value of our shares
● Reclassify,
split up or consolidate any of the deposited securities
● Distribute
securities on the shares that are not distributed to you
● Recapitalize,
reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action
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The
cash, shares or other securities received by the Depositary will become deposited securities. Each ADS will automatically
represent its equal share of the new deposited securities.
The
Depositary may, and will if we ask it to, distribute some or all of the cash, shares or other securities it received.
It may also deliver new ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new
deposited securities.
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Amendment
and Termination
How
may the Deposit Agreement be amended?
We
may agree with the Depositary to amend the Deposit Agreement and the ADRs without your consent for any reason. If an amendment
adds or increases fees or charges, except for taxes and other governmental charges or expenses of the Depositary for registration
fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become
effective for outstanding ADSs until 30 days after the Depositary notifies ADS holders of the amendment. At the time an
amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by
the ADRs and the Deposit Agreement, as amended.
How
may the Deposit Agreement be terminated?
The
Depositary will terminate the Deposit Agreement at our direction by mailing notice of termination to the ADS holders then outstanding
at least 30 days prior to the date fixed in such notice for such termination. The Depositary may also terminate the Deposit Agreement
by mailing notice of termination to us and the ADS holders if 60 days have passed since the Depositary told us it wants to resign
but a successor depositary has not been appointed and accepted its appointment.
After
termination, the Depositary and its agents will do the following under the Deposit Agreement, but nothing else: collect distributions
on the deposited securities, sell rights and other property, and deliver shares and other deposited securities upon cancellation
of ADSs. Four months after termination, the Depositary may sell any remaining deposited securities by public or private sale.
After that, the Depositary will hold the money it received on the sale, as well as any other cash it is holding under the Deposit
Agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest
the money and has no liability for interest. The Depositary’s only obligations will be to account for the money and other
cash. After termination, our only obligations will be to indemnify the Depositary and to pay fees and expenses of the Depositary
that we agreed to pay.
Limitations
on Obligations and Liability
Limits
on our Obligations and the Obligations of the Depositary; Limits on Liability to ADS Holders
The
Deposit Agreement expressly limits our obligations and the obligations of the Depositary. It also limits our liability and the
liability of the Depositary. We and the Depositary:
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are
only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith;
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are
not liable if we are or it is prevented or delayed by law or circumstances beyond our control from performing our or its obligations
under the Deposit Agreement;
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are
not liable if we or it exercises discretion permitted under the Deposit Agreement;
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are
not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made
available to holders of ADSs under the terms of the Deposit Agreement, or for any special, consequential or punitive damages
for any breach of the terms of the Deposit Agreement;
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have
no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the Deposit Agreement on your behalf
or on behalf of any other person; and
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may
rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the
proper person.
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In
the Deposit Agreement, we and the Depositary agree to indemnify each other under certain circumstances.
Requirements
for Depositary Actions
Before
the Depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of shares, the
Depositary may require:
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payment
of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties
for the transfer of any shares or other deposited securities;
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satisfactory
proof of the identity and genuineness of any signature or other information it deems necessary; and
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compliance
with regulations it may establish, from time to time, consistent with the Deposit Agreement, including presentation of transfer
documents.
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The
Depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the Depositary or our
transfer books are closed or at any time if the Depositary or we think it advisable to do so.
Your
Right to Receive the Shares Underlying your ADSs
ADS
holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:
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when
temporary delays arise because: (i) the Depositary has closed its transfer books or we have closed our transfer books; (ii)
the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on
our ordinary shares;
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when
you owe money to pay fees, taxes and similar charges; or
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when
it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or
to the withdrawal of shares or other deposited securities.
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This
right of withdrawal may not be limited by any other provision of the Deposit Agreement.
Pre-release
of ADSs
Subject
to the provisions of the Deposit Agreement, the Depositary may issue ADSs before deposit of the underlying shares. This is called
a pre-release of ADSs. The Depositary may also deliver shares prior to the receipt and cancellation of pre-released ADSs even
if the ADSs are cancelled before the pre-release transaction has been closed out. A pre-release is closed out as soon as the underlying
shares are delivered to the Depositary. The Depositary may receive ADSs instead of shares to close out a pre-release. The Depositary
may pre-release ADSs only under the following conditions:
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before
or at the time of the pre-release, the person to whom the pre-release is being made must represent to the Depositary in writing
that it or its customer, as the case may be, (i) owns the shares or ADSs to be remitted, (ii) will assign all beneficial rights,
title and interest in the ADSs or shares to the Depositary and for the benefit of the ADS holders, and (iii) will not take
any action with respect to the ADSs or shares that is inconsistent with the assignment of beneficial ownership (including,
without the consent of the Depositary, disposing of the ADSs or shares) other than in satisfaction of the pre-release;
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the
pre-release must be fully collateralized with cash or collateral that the Depositary considers appropriate; and
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the
Depositary must be able to close out the pre-release on not more than five business days’ notice.
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The
pre-release will be subject to whatever indemnities and credit regulations that the Depositary considers appropriate. In addition,
the Depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the Depositary
may disregard the limit from time to time, if it thinks it is appropriate to do so. At our instruction, a pre-release may be discontinued
entirely.
Direct
Registration System
In
the Deposit Agreement, all parties to the Deposit Agreement acknowledge that the DRS and Profile Modification System, or Profile,
will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC under which the
Depositary may register the ownership of uncertificated ADSs, which ownership will be evidenced by periodic statements sent by
the Depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS that allows a DTC participant,
claiming to act on behalf of a registered holder of ADSs, to direct the Depositary to register a transfer of those ADSs to DTC
or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary of prior
authorization from the ADS holder to register that transfer.
In
connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the Deposit Agreement
understand that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS
holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on
behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the Deposit Agreement, the parties
agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile
and in accordance with the Deposit Agreement will not constitute negligence or bad faith on the part of the Depositary.
Shareholder
Communications; Inspection of Register ADS Holders
The
Depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited
securities that we make generally available to holders of deposited securities. The Depositary will send you copies of those communications
if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders
about a matter unrelated to our business or the ADSs.
Disclosure
of Beneficial Ownership
We
may from time to time request that ADS holders provide information as to the capacity in which they hold ADSs or a beneficial
interest in such ADSs and regarding the identity of any other persons then or previously having a beneficial interest in ADSs,
and the nature of such interest and various other matters. ADS holders agree to provide such information reasonably requested
by us pursuant to the Deposit Agreement. The Depositary agrees to comply with reasonable written instructions received from time
to time from us requesting that the Depositary forward any such written requests to the Owners and to forward to us any such responses
to such requests received by the Depositary.
Each
ADS holder agrees to comply with any applicable provision of Israeli law with regard to the notification to us of the holding
or proposed holding of certain interests in the underlying ordinary shares and the obtaining of certain consents, to the same
extent as if such ADS holder were a registered holder or beneficial owner of the underlying ordinary shares. The Depositary is
not required to take any action with respect to such compliance on behalf of any ADS holder, including the provision of the notifications
described below.
As
of the date of the Deposit Agreement, under Israeli law, persons who hold a direct or indirect interest in 5% or more of the voting
securities of us (including persons who hold such an interest through the holding of ADSs) are required to give written notice
of their interest and any subsequent changes in their interest to us within the timeframes set forth in Israeli law. The foregoing
is a summary of the relevant provision of Israeli law and does not purport to be a complete review of this or other provisions
that may be applicable to ADS holders. We undertake no obligation to update this summary in the future.
DESCRIPTION
OF WARRANTS
We
may issue and offer warrants under the material terms and conditions described in this prospectus and any accompanying prospectus
supplement. The accompanying prospectus supplement may add, update or change the terms and conditions of the warrants as described
in this prospectus.
We
may issue warrants to purchase our ordinary shares, including shares represented by ADSs. Warrants may be issued independently
or together with any securities and may be attached to or separate from those securities. The warrants may be issued under warrant
or subscription agreements to be entered into between us and a bank or trust company, as warrant agent, all of which will be described
in the prospectus supplement relating to the warrants we are offering. The warrant agent will act solely as our agent in connection
with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners
of warrants.
The
particular terms of the warrants, the warrant or subscription agreements relating to the warrants and the warrant certificates
representing the warrants will be described in the applicable prospectus supplement, including, as applicable:
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the
title of such warrants;
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the
aggregate number of such warrants;
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the
price or prices at which such warrants will be issued and exercised;
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the
currency or currencies in which the price of such warrants will be payable;
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the
securities purchasable upon exercise of such warrants;
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the
date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if
applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if
applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants
issued with each such security;
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if
applicable, the date on and after which such warrants and the related securities will be separately transferable;
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if
applicable, any provisions for cashless exercise of the warrants;
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if
applicable; any exercise limitations with respect to the ownership limitations by the holder exercising the warrant;
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information
with respect to book-entry procedures, if any;
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any
material Israeli and United States federal income tax consequences;
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the
anti-dilution provisions of the warrants, if any; and
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any
other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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Holders
of warrants will not be entitled, solely by virtue of being holders, to vote, to consent, to receive dividends, to receive notice
as shareholders with respect to any meeting of shareholders for the election of directors or any other matters, or to exercise
any rights whatsoever as a holder of the equity securities purchasable upon exercise of the warrants.
The
description in the applicable prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified
in its entirety by reference to the applicable warrant agreement and form of warrant certificate, which will be filed with the
SEC. For more information on how you can obtain copies of the applicable warrant agreement if we offer warrants, see “Where
You Can Find More Information” beginning on page 26 and “Incorporation of Information by Reference” beginning
on page 27. We urge you to read any applicable prospectus supplement and the applicable warrant agreement and form of warrant
certificate in their entirety.
DESCRIPTION
OF SUBSCRIPTION RIGHTS
We
may issue subscription rights to purchase our ordinary shares and/or our ADSs. These subscription rights may be issued independently
or together with any other security offered hereby and may or may not be transferable by the shareholder receiving the subscription
rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with
one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase
any securities remaining unsubscribed for after such offering.
The
prospectus supplement relating to any subscription rights we offer, if any, will, to the extent applicable, include specific terms
relating to the offering, including some or all of the following:
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the
price, if any, for the subscription rights;
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the
exercise price payable for each ordinary share and/or ADS upon the exercise of the subscription rights;
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the
number of subscription rights to be issued to each shareholder;
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the
number and terms of the ordinary shares and/or ADSs which may be purchased per each subscription right;
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the
extent to which the subscription rights are transferable;
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any
other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise
of the subscription rights;
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the
date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights
shall expire;
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the
extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities;
and
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if
applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection
with the offering of subscription rights.
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The
description in the applicable prospectus supplement of any subscription rights we offer will not necessarily be complete and will
be qualified in its entirety by reference to the applicable subscription right agreement, which will be filed with the SEC if
we offer subscription rights. For more information on how you can obtain copies of the applicable subscription right agreement
if we offer subscription rights, see “Where You Can Find More Information” beginning on page 26 and “Incorporation
of Information by Reference” beginning on page 27. We urge you to read the applicable subscription right agreement and any
applicable prospectus supplement in their entirety.
DESCRIPTION
OF UNITS
We
may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will
be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit
will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may
provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before
a specified date.
The
applicable prospectus supplement will describe:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
unit agreement under which the units will be issued;
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
and
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whether
the units will be issued in fully registered or global form.
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The
applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units
in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by
reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units.
For more information on how you can obtain copies of the applicable unit agreement if we offer units, see “Where You Can
Find More Information” beginning on page 26 and “Incorporation of Information by Reference” beginning on page
27. We urge you to read the applicable unit agreement and any applicable prospectus supplement in their entirety.
TAXATION
The
material Israeli and U.S. federal income tax consequences relating to the purchase, ownership and disposition of any of the securities
offered by this prospectus will be set forth in the prospectus supplement offering those securities.
PLAN
OF DISTRIBUTION
The
securities being offered by this prospectus may be sold:
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through
agents;
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to
or through one or more underwriters on a firm commitment or agency basis;
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through
put or call option transactions relating to the securities;
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to
or through dealers, who may act as agents or principals, including a block trade (which may involve crosses) in which a broker
or dealer so engaged will attempt to sell as agent but may position and resell a portion of the block as principal to facilitate
the transaction;
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through
privately negotiated transactions;
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purchases
by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
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directly
to purchasers, including our affiliates, through a specific bidding or auction process, on a negotiated basis or otherwise;
to or through one or more underwriters on a firm commitment or best efforts basis;
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exchange
distributions and/or secondary distributions;
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ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
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in
“at-the-market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker
or into an existing trading market, on an exchange or otherwise;
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transactions
not involving market makers or established trading markets, including direct sales or privately negotiated transactions;
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transactions
in options, swaps or other derivatives that may or may not be listed on an exchange;
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through
any other method permitted pursuant to applicable law; or
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through
a combination of any such methods of sale.
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At
any time a particular offer of the securities covered by this prospectus is made, a revised prospectus or prospectus supplement,
if required, will be distributed which will set forth the aggregate amount of securities covered by this prospectus being offered
and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions,
concessions and other items constituting compensation from us and any discounts, commissions or concessions allowed or re-allowed
or paid to dealers. Such prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of
which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to
the distribution of the securities covered by this prospectus. In order to comply with the securities laws of certain states,
if applicable, the securities sold under this prospectus may only be sold through registered or licensed broker-dealers. In addition,
in some states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or
an exemption from registration or qualification requirements is available and is complied with.
The
distribution of securities may be effected from time to time in one or more transactions, including block transactions and transactions
on the NYSE American or any other organized market where the securities may be traded. The securities may be sold at a fixed price
or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market
prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters
or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts,
concessions or commissions to be received from us or from the purchasers of the securities. Any dealers and agents participating
in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities
may be deemed to be underwriting discounts. If any such dealers or agents were deemed to be underwriters, they may be subject
to statutory liabilities under the Securities Act.
Agents
may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement
any agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any
agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities
Act, of the securities.
To
the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant
to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant
to a distribution agreement, we will sell any of our listed securities to or through one or more underwriters or agents, which
may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell any of our listed securities
on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The distribution agreement
will provide that any of our listed securities which are sold will be sold at prices related to the then prevailing market prices
for our listed securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be
determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement,
we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our listed
securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this
prospectus.
If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered
to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement
will be executed with the underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular
underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters
and dealers and the public offering price, if applicable. The prospectus and prospectus supplement will be used by the underwriters
to resell the securities.
If
a dealer is used in the sale of the securities, we or an underwriter will sell the securities to the dealer, as principal. The
dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To
the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms of the transactions.
We
may directly solicit offers to purchase the securities and may make sales of securities directly to institutional investors or
others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of
the securities. To the extent required, the prospectus supplement will describe the terms of any such sales, including the terms
of any bidding or auction process, if used.
Agents,
underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified
liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required
to make in respect of such liabilities. If required, the prospectus supplement will describe the terms and conditions of the indemnification
or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions
with or perform services for us or our subsidiaries.
Any
person participating in the distribution of securities registered under the registration statement that includes this prospectus
will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the applicable
SEC rules and regulations, including, among others, Regulation M, which may limit the timing of purchases and sales of any of
our securities by that person. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of
our securities to engage in market-making activities with respect to our securities. These restrictions may affect the marketability
of our securities and the ability of any person or entity to engage in market-making activities with respect to our securities.
Certain
persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions, penalty
bids and other transactions that stabilize, maintain or otherwise affect the price of the offered securities. These activities
may maintain the price of the offered securities at levels above those that might otherwise prevail in the open market, including
by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described below:
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a
stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining
the price of a security.
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a
syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any
purchase to reduce a short position created in connection with the offering.
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a
penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member
in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate
covering transactions.
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These
transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted
for trading on that automated quotation system, or in the over-the-counter market or otherwise.
If
so indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers from
certain types of institutions to purchase offered securities from us at the public offering price set forth in such prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts
will be subject only to those conditions set forth in the prospectus supplement and the prospectus supplement will set forth the
commission payable for solicitation of such contracts.
In
addition, ordinary shares, ADSs or warrants may be issued upon conversion of or in exchange for debt securities or other securities.
Any
underwriters to whom offered securities are sold for public offering and sale may make a market in such offered securities, but
such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The offered
securities may or may not be listed on a national securities exchange. No assurance can be given that there will be a market for
the offered securities.
Any
securities that qualify for sale pursuant to Rule 144 or Regulation S under the Securities Act, may be sold under Rule 144 or
Regulation S rather than pursuant to this prospectus.
In
connection with offerings made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant
to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection
with these arrangements, the underwriters or agents may also sell securities covered by this prospectus to hedge their positions
in these outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities
received from us under these arrangements to close out any related open borrowings of securities.
We
may enter into derivative transactions with third parties or sell securities not covered by this prospectus to third parties in
privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, such
third parties (or affiliates of such third parties) may sell securities covered by this prospectus and the applicable prospectus
supplement, including in short sale transactions. If so, such third parties (or affiliates of such third parties) may use securities
pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of shares, and may
use securities received from us in settlement of those derivatives to close out any related open borrowings of shares. The third
parties (or affiliates of such third parties) in such sale transactions will be underwriters and will be identified in the applicable
prospectus supplement (or a post-effective amendment).
We
may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this
prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection
with a simultaneous offering of other securities offered by this prospectus or in connection with a simultaneous offering of other
securities offered by this prospectus.
EXPERTS
The
consolidated financial statements of Can-Fite BioPharma Ltd. and its subsidiary as of December 31, 2019 and 2018 and for each
of the three years in the period ended December 31, 2019 incorporated by reference in this prospectus have been audited by Kost,
Forer, Gabbay & Kasierer, a member of Ernst & Young Global, an independent registered public accounting firm, as set forth
in their report thereon, included therein, and incorporated herein by reference in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
LEGAL
MATTERS
McDermott
Will & Emery LLP, New York, New York, has passed upon certain legal matters regarding the securities offered hereby under
U.S. law, and Doron, Tikotzky, Kantor, Gutman, Ness, Amit Gross and Co., Bnei Brak, Israel, has passed upon certain legal matters
regarding the securities offered hereby under Israeli law. If the securities are distributed in an underwritten offering, certain
legal matters will be passed upon for the underwriters by counsel identified in the applicable prospectus supplement.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form F-3 under the Securities Act, with respect to the securities offered
by this prospectus. This prospectus, which constitutes a part of the registration statement, summarizes material provisions of
contracts and other documents that we refer to in the prospectus. Since this prospectus does not contain all of the information
contained in the registration statement, you should read the registration statement and its exhibits and schedules for further
information with respect to us and our ordinary shares and the ADSs. Our SEC filings, including the registration statement, are
also available to you on the SEC’s Web site at http://www.sec.gov.
In
addition, since our ordinary shares are traded on the TASE, in the past we filed Hebrew language periodic and immediate reports
with, and furnished information to, the TASE and the Israel Securities Authority, or the ISA, as required under Chapter Six of
the Israel Securities Law, 1968. On March 31, 2014, we transitioned solely to U.S. reporting standards in accordance
with an applicable exemption under the Israel Securities Law. Copies of our SEC filings and submissions are submitted
to the Israeli Securities Authority and TASE. Such copies can be retrieved electronically through the MAGNA distribution
site of the Israeli Securities Authority (www.magna.isa.gov.il) and the TASE website (maya.tase.co.il).
We
are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and
under those requirements we file reports with the SEC. Those other reports or other information may be inspected without charge
at the locations described above. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to
the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting
and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required
under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as
promptly as United States companies whose securities are registered under the Exchange Act. However, we file with the SEC, within
four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F
containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, on Form 6-K,
unaudited quarterly financial information for the first three quarters of each fiscal year within 60 days after the end of
each such quarter, or such applicable time as required by the SEC.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We
file annual and special reports and other information with the SEC (File Number 001-36203). These filings contain important information
that does not appear in this prospectus. The SEC allows us to “incorporate by reference” information into this prospectus,
which means that we can disclose important information to you by referring you to other documents which we have filed or will
file with the SEC. We are incorporating by reference in this prospectus the documents listed below and all amendments or supplements
we may file to such documents, as well as any future filings we may make with the SEC on Form 20-F under the Exchange Act before
the time that all of the securities offered by this prospectus have been sold or de-registered:
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our
annual report on Form 20-F for the year ended December 31, 2019 filed with the SEC on March 27, 2020;
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our
Form 6-Ks furnished with the SEC on March 27, 2020; March 30, 2020; April 1, 2020; April 2, 2020; April 7, 2020; April 13, 2020; April 21, 2020; April 27, 2020; April 28, 2020; May 15, 2020; May 18, 2020; May 15, 2020; May 18, 2020; May 21, 2020;
June 1, 2020; June 4, 2020; June 9, 2020; June 10, 2020, June 12, 2020, June 30, 2020, June 30, 2020, July 6, 2020, July 8, 2020, July 15, 2020, July 20, 2020, July 27, 2020, August 5, 2020, August 12, 2020, August 25, 2020, August 27, 2020 and August 31, 2020 (in each case, to the extent expressly incorporated by reference into our effective registration statements on Form
F-3);
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the
description of our ADSs and ordinary shares contained in our Form 8-A filed with the SEC on November 15, 2013 including any
amendment or report filed for the purpose of updating such description;
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In
addition, any reports on Form 6-K submitted to the SEC by us pursuant to the Exchange Act after the date of the initial registration
statement and prior to effectiveness of the registration statement that we specifically identify in such forms as being incorporated
by reference into the registration statement of which this prospectus forms a part and all subsequent annual reports on Form 20-F
filed after the effective date of this registration statement and prior to the termination of this offering and any reports on
Form 6-K subsequently submitted to the SEC or portions thereof that we specifically identify in such forms as being incorporated
by reference into the registration statement of which this prospectus forms a part, shall be considered to be incorporated into
this prospectus by reference and shall be considered a part of this prospectus from the date of filing or submission of such documents.
As
you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies
between the documents and this prospectus, you should rely on the statements made in the most recent document. All information
appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto,
contained in the documents incorporated by reference herein.
We
will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of these filings, at
no cost, upon written or oral request to us at the following address:
Can-Fite
BioPharma Ltd.
10
Bareket Street, Kiryat Matalon
PO
Box 7537
Petach
Tikva, Israel
Tel:
+ 972 3 924-1114
Email:
info@canfite.com
Attention:
Investor Relations
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
ENFORCEABILITY
OF CIVIL LIABILITIES
We
are incorporated under the laws of the State of Israel. Service of process upon us, our Israeli subsidiary, our directors and
officers and the Israeli experts, if any, named in this prospectus, substantially all of whom reside outside the United States,
may be difficult to obtain within the United States. Furthermore, because the majority of our assets and investments, and substantially
all of our directors, officers and such Israeli experts, if any, are located outside the United States, any judgment obtained
in the United States against us or any of them may be difficult to collect within the United States.
We
have been informed by our legal counsel in Israel that it may also be difficult to assert U.S. securities law claims in original
actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws
reasoning that Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to
hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. There is little binding case law
in Israel addressing these matters. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as
a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.
Subject
to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel,
Israeli courts may enforce a U.S. judgment in a civil matter, including a judgment based upon the civil liability provisions of
the U.S. securities laws, as well as a monetary or compensatory judgment in a non-civil matter, provided that the following conditions
are met:
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subject
to limited exceptions, the judgment is final and non-appealable;
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the
judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state;
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the
judgment was rendered by a court competent under the rules of private international law applicable in Israel;
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the
laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
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adequate
service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence;
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the
judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel;
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the
judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same
parties; and
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an
action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted
in the U.S. court.
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We
have appointed Puglisi & Associates as our agent to receive service of process in any action against us in any United States
federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering.
If
a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted
into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an
amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at
the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending
collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli
consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors
must bear the risk of unfavorable exchange rates.
EXPENSES
We
are paying all of the expenses of the registration of our securities under the Securities Act, including, to the extent applicable,
registration and filing fees, printing and duplication expenses, administrative expenses, accounting fees and the legal fees of
our counsel. The following is a statement of estimated expenses at the present time in connection with the distribution of the
securities registered hereby. All amounts shown are estimates except the SEC registration fee. The estimates do not include expenses
related to offerings of particular securities. Each prospectus supplement describing an offering of securities will reflect the
estimated expenses related to the offering of securities under that prospectus supplement.
SEC registration fees
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$
|
10,119.34
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FINRA filing fee
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$
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15,500
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Legal fees and expenses
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$
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20,000
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Accountants fees and expenses
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$
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7,000
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|
Printing Fees
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$
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2,000
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|
Miscellaneous
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$
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1,000
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Total
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$
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55,119.34
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57,000,000
Ordinary Shares Represented by 1,900,000 American Depositary Shares
Pre-Funded
Warrants to Purchase up to 93,000,000 Ordinary Shares Represented by 3,100,000 American Depositary Shares
Up
to 93,000,000 Ordinary Shares Represented by 3,100,000 American Depositary Shares Underlying the Pre-Funded Warrants
Prospectus
Supplement
August
11, 2021
H.C.
Wainwright & Co.
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