Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 6:53AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
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, 2021
(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).
1.
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Names of Reporting Persons.
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Mitchell P. Kopin
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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39,495,437
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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39,495,437
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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39,495,437 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
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4.99% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Daniel B. Asher
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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39,495,437
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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39,495,437
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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39,495,437 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
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4.99% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Intracoastal Capital LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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39,495,437
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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39,495,437
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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39,495,437 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
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4.99% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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OO
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This
Amendment No. 3 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 and as amended by Amendment No. 2 thereto filed by the Reporting Persons
with the SEC on January 29, 2021 (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.
Item 4. Ownership.
(a)
and (b):
As
of the close of business on December 31, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 39,495,437
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”),
(iv) 14,634,150 Ordinary Shares issuable upon exercise of a fourth warrant held by Intracoastal (“Intracoastal Warrant
4”), (v) 500,010 Ordinary Shares issuable upon exercise of a fifth warrant held by Intracoastal (“Intracoastal Warrant
5”) and (vi) 6,083,777 Ordinary Shares issuable upon exercise of a sixth warrant held by Intracoastal (“Intracoastal
Warrant 6”), and all such Ordinary Shares represented beneficial ownership of
approximately 4.99% of the Ordinary Shares, based on (1) 751,996,293 Ordinary Shares outstanding as of December 20, 2021 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, (5) 14,634,150
Ordinary Shares issuable upon exercise of Intracoastal Warrant 4, (6) 500,010 Ordinary Shares issuable upon exercise of Intracoastal
Warrant 5 and(7) 6,083,777 Ordinary Shares issuable upon exercise of Intracoastal Warrant 6. The foregoing excludes 53,653 Ordinary Shares
issuable upon exercise of 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: 39,495,437.
(3)
Sole power to dispose or to direct the disposition of 0.
(4)
Shared power to dispose or to direct the disposition of 39,495,437.
Item 5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following þ.
Item
10. Certification
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:
February 11, 2022
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin
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/s/ Daniel B. Asher
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Daniel B. Asher
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Intracoastal Capital LLC
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, Manager
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