Can-Fite Announces $8.0 Million Registered Direct Offering
June 10 2020 - 8:00AM
Business Wire
Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE:CFBI), a
biotechnology company advancing a pipeline of proprietary small
molecule drugs that address inflammatory, cancer and liver
diseases, today announced that it has entered into definitive
agreements with several institutional and accredited investors for
the purchase and sale of 3,902,440 of the Company’s American
Depositary Shares (ADSs), at a purchase price of $2.05 per ADS, in
a registered direct offering. Can-Fite has also agreed to issue and
sell to the investors, in a concurrent private placement,
unregistered warrants to purchase up to an aggregate of 1,951,220
ADSs. Each ADS represents thirty (30) ordinary shares, par value
NIS 0.25 per share, of Can-Fite. The offering is expected to close
on or about June 12, 2020, subject to satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The warrants will have an exercise price of $2.50 per ADS and
will be exercisable at any time upon issuance and will expire four
and one-half years from the date of issuance.
The gross proceeds from the offering (without taking into
account any proceeds from any future exercises of warrants issued
in the concurrent private placement), before deducting the
placement agent's fees and other estimated offering expenses
payable by the Company, are expected to be approximately $8.0
million. Can-Fite intends to use the net proceeds for funding
research and development and clinical trials, payment of a
consulting fee, and for other working capital and general corporate
purposes.
The ADSs (but not the warrants or the ADSs underlying the
warrants) are being offered by Can-Fite pursuant to a "shelf"
registration statement on Form F-3 (File No. 333-220644) originally
filed with the U.S. Securities and Exchange Commission (the "SEC")
on September 26, 2017 and declared effective by the SEC on October
11, 2017. The offering of the ADSs is being made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A final prospectus supplement
and the accompanying prospectus relating to the ADSs being offered
will be filed with the SEC. Electronic copies of the final
prospectus supplement and the accompanying prospectus may be
obtained, when available, on the SEC's website at
http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC
at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at
(646) 975-6996 or e-mail at placements@hcwco.com.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), and Regulation D promulgated thereunder and, along
with the ADSs underlying the warrants, have not been registered
under the Act, or applicable state securities laws. Accordingly,
the warrants and underlying ADSs may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About Can-Fite BioPharma Ltd.
Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE: CFBI) is an
advanced clinical stage drug development Company with a platform
technology that is designed to address multi-billion dollar markets
in the treatment of cancer, inflammatory disease and COVID-19. The
Company's lead drug candidate, Piclidenoson, is currently in Phase
III trials for rheumatoid arthritis and psoriasis. Piclidenoson has
been approved for a pilot clinical trial in Israel to treat
COVID-19 infected patients with moderate-to-severe symptoms.
Can-Fite's liver drug, Namodenoson, is headed into a Phase III
trial for hepatocellular carcinoma (HCC), the most common form of
liver cancer, and successfully achieved its primary endpoint in a
Phase II trial for the treatment of non-alcoholic steatohepatitis
(NASH). Namodenoson has been granted Orphan Drug Designation in the
U.S. and Europe and Fast Track Designation as a second line
treatment for HCC by the U.S. Food and Drug Administration.
Namodenoson has also shown proof of concept to potentially treat
other cancers including colon, prostate, and melanoma. CF602, the
Company's third drug candidate, has shown efficacy in the treatment
of erectile dysfunction. These drugs have an excellent safety
profile with experience in over 1,500 patients in clinical studies
to date. For more information please visit: www.can-fite.com.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements in this press release include statements
relating to the registered direct offering, including as to the
consummation of the offering described above, the expected proceeds
from the offering, the intended use of proceeds and the timing of
the closing of the offering. In addition, from time to time,
Can-Fite or its 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 Can-Fite with the U.S. Securities and
Exchange Commission, press releases or oral statements made by or
with the approval of one of Can-Fite’s 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 Can-Fite’s actual results
to differ materially from any future results expressed or implied
by the forward-looking statements. Many factors could cause
Can-Fite’s actual activities or results to differ materially from
the activities and results anticipated in 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: market and other
conditions, 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; uncertainties of cash flows
and inability to meet working capital needs; the impact of the
recent outbreak of coronavirus; the initiation, timing, progress
and results of our preclinical studies, clinical trials and other
product candidate development efforts; our ability to advance our
product candidates into clinical trials or to successfully complete
our preclinical studies or clinical trials; our receipt of
regulatory approvals for our product candidates, and the timing of
other regulatory filings and approvals; the clinical development,
commercialization and market acceptance of our product candidates;
our ability to establish and maintain strategic partnerships and
other corporate collaborations; the implementation of our business
model and strategic plans for our business and product candidates;
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; competitive companies,
technologies and our industry; statements as to the impact of the
political and security situation in Israel on our business; and
risks and other risk factors detailed in Can-Fite’s filings with
the SEC and in its periodic filings with the TASE. In addition,
Can-Fite operates in an industry sector where securities values are
highly volatile and may be influenced by economic and other factors
beyond its control. Can-Fite does not undertake any obligation to
publicly update these forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200610005374/en/
Can-Fite BioPharma Motti Farbstein info@canfite.com
+972-3-9241114
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