Amended Statement of Ownership (sc 13g/a)
January 29 2021 - 6:52AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Can-Fite BioPharma Ltd.
(Name
of Issuer)
Ordinary Shares, NIS 0.25 par value per share**
(Title
of Class of Securities)
13471N102
(CUSIP
Number)
December
31, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
**There
is no CUSIP number assigned to the ordinary shares of the Issuer. CUSIP number 13471N102 has been assigned to the American Depositary
Shares of the Issuer, which are quoted on The NYSE MKT under the symbol “CANF.” Each such American Depositary Share
represents thirty (30) ordinary shares of the Issuer.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP
No. 13471N102
1.
|
Names of Reporting Persons.
Mitchell P. Kopin
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
32,911,650
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
32,911,650
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
32,911,650 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.6% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP
No. 13471N102
1.
|
Names of Reporting Persons.
Daniel B. Asher
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
32,911,650
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
32,911,650
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
32,911,650 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.6% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
CUSIP
No. 13471N102
1.
|
Names of Reporting Persons.
Intracoastal Capital LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
32,911,650
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
32,911,650
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
32,911,650 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.6% (see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
This Amendment No. 2
is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with
the Securities and Exchange Commission (the “SEC”) on April 12, 2019, as amended by Amendment No. 1 thereto
filed by the Reporting Persons with the SEC on February 11, 2020 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G
remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule
13G.
(a) and (b):
As of the close of business on December 31, 2020, each of the
Reporting Persons may have been deemed to have beneficial ownership of 32,911,650 Ordinary Shares,
which consisted of (i) 6,000,000 Ordinary Shares issuable upon exercise of a warrant held by Intracoastal (“Intracoastal
Warrant 1”), (ii) 8,527,500 Ordinary Shares issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal
Warrant 2”), (iii) 3,750,000 Ordinary Shares issuable upon exercise of a
third warrant held by Intracoastal (“Intracoastal Warrant 3”) and (iv)
14,634,150 Ordinary Shares issuable upon exercise of a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”),
and all such Ordinary Shares represented beneficial ownership of approximately 6.6% of the Ordinary Shares, based on (1) 462,419,463
Ordinary Shares outstanding as of September 30, 2020 as reported by the Issuer, plus (2) 6,000,000 Ordinary Shares issuable upon
exercise of Intracoastal Warrant 1, (3) 8,527,500 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2, (4) 3,750,000
Ordinary Shares issuable upon exercise of Intracoastal Warrant 3 and (5) 14,634,150 Ordinary Shares issuable upon exercise of Intracoastal
Warrant 4. The foregoing excludes (I) 500,010 Ordinary Shares issuable upon exercise of a fifth warrant held by Intracoastal (“Intracoastal
Warrant 5”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have
the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together
with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares and (II) 6,137,430 Ordinary
Shares issuable upon exercise of a sixth warrant held by Intracoastal (“Intracoastal Warrant 6”) because Intracoastal
Warrant 6 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant
6 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together
with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s
affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provisions, each of the Reporting Persons may have
been deemed to have beneficial ownership of 39,549,090 Ordinary Shares.
(c) Number
of shares as to which each Reporting Person has:
(1) Sole power to vote or to direct the vote: 0
.
(2) Shared power to
vote or to direct the vote: 32,911,650 .
(3) Sole power to dispose or to direct the disposition
of 0 .
(4) Shared power to dispose or to direct the disposition of
32,911,650 .
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 29, 2021
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Page 6 of 6
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