Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269485
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 10, 2023)
846,818,700 Ordinary
Shares represented by 2,822,729 American Depositary Shares
This
prospectus supplement, or the Supplement, modifies, supersedes and supplements certain information contained in, and should be read
in conjunction with, that certain prospectus originally filed with the Securities and Exchange Commission, or the SEC, by Can-Fite
Biopharma Ltd., the Company, dated February 10, 2023, or the Prospectus, and subsequently amended, related to the resale by the
selling shareholders named therein of up to 955,909,800 ordinary shares, no par value of the Company, or ordinary shares,
represented by 3,186,366 American Depository Shares, or ADSs, consisting of (i) 600,000,000 ordinary shares represented by 2,000,000
ADSs issuable upon the exercise of warrants issued in a private placement concurrently with a registered direct offering in January
2023, or the January 2023 RD Offering, at an original exercise price of $5.50 per share, or the January 2023 RD Investor Warrants,
(ii) 218,182,200 ordinary shares represented by 727,274 ADSs issuable upon the exercise of warrants issued in a private placement,
or the January 2023 PIPE Investor Warrants, to the same purchaser as in the RD Offering, or the January 2023 PIPE Offering and
together with the January 2023 RD Offering, the January 2023 Offerings, and (iii) 28,636,500 ordinary shares represented by 95,455
ADSs issuable upon the exercise of placement agent warrants issued in connection with the January 2023 Offerings. The currently
outstanding January 2023 RD Investor Warrants and January 2023 PIPE Investor Warrants, together the January 2023 Warrants, have been
amended as described below under “Amendments to Existing Warrants.”
The ADSs are listed on NYSE
American under the symbol “CANF.” On November 20, 2023, the closing price of our ADSs on the NYSE American was $2.01 per ADS.
Our ordinary shares also trade on the Tel Aviv Stock Exchange, or TASE, under the symbol “CFBI”. On November 21, 2023, the
last reported sale price of our ordinary shares on the TASE was NIS 2.90 or $0.7817 per share (based on the exchange rate reported by
the Bank of Israel on the same day, which was NIS 3.7100 = $1.00).
The
information contained in this Supplement modifies and supersedes, in part, the information in the Prospectus. This Supplement is not complete
without, and may not be delivered or used except in connection with, the Prospectus. Any information that is modified or superseded in
the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement.
We
may amend or supplement the Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus
and any amendments or supplements carefully before you make an investment decision. This Supplement
amends only those sections of the Prospectus contained in this Supplement; all other sections of the prospectus supplement remain unchanged.
Investing
in our securities involves risks. See “Risk Factors” on page 3 of the Prospectus and in the documents incorporated by reference
into the Prospectus, including the risks described under “Risk Factors” in our Annual Report on Form 20-F for the year ended
December 31, 2022.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this Supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Effective
as of January 9, 2023, the ratio of our ADSs to ordinary shares changed from one (1) ADS representing thirty (30) ordinary shares to a
new ratio of one (1) ADS representing three hundred (300) ordinary shares, which ratio change had the same effect as a one-for-ten reverse
ADS split, or the ADS Ratio Change. All share and per share prices in this Supplement have been adjusted to reflect the ADS Ratio Change.
FORWARD-LOOKING STATEMENTS
You
should carefully consider the risk factors set forth in or incorporated by reference into the Prospectus, as well as the other information
contained in or incorporated by reference into this Supplement and the Prospectus. This Supplement, the Prospectus and documents incorporated
therein by reference contain forward-looking statements regarding events, conditions, and financial trends that may affect our plan of
operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included
within the forward-looking statements as a result of various factors. Cautionary statements in the “Risk Factors” section
of the Prospectus and the reports incorporated by reference therein identify important risks and uncertainties affecting our future, which
could cause actual results to differ materially from the forward-looking statements made or included in this Supplement and the Prospectus.
AMENDMENTS TO EXISTING
WARRANTS
This Supplement is being
filed to disclose the following:
On November
21, 2023, the Company entered into an inducement offer letter agreement, or the Inducement Letter, with a certain holder, or the Holder,
of certain of the Company’s existing warrants to purchase up to (i) 1,363,637 of the Company’s ADSs comprising the Series
A warrants included in the January 2023 Warrants at an exercise price of $6.00 per ADS, or the January 2023 Series A Warrants, and (ii)
600,000 of the Company’s ADSs issued on December 23, 2021 at an exercise price of $5.50 per ADS, or the December 2021 Warrants and
together with the January 2023 Series A Warrants, the Existing Warrants.
Pursuant
to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 1,963,637 of the Company’s
ADSs at a reduced exercise price of $1.53 per ADS in consideration of the Company’s agreement to issue new warrants to purchase
ADSs, or the New Warrants to purchase up to an aggregate of 3,927,274 ADSs, or the New Warrant Shares, at an exercise price of $1.75 per
ADS. The Company expects to receive aggregate gross proceeds of approximately $3.0 million from the exercise of the Existing Warrants
by the Holder, before deducting placement agent fees and other offering expenses payable by the Company. In addition, the Company has
agreed to reduce the exercise price of Series B warrants to purchase 1,363,637 ADSs issued in the January 2023 and held by the Holder
from $5.50 per ADS to $1.75 per ADS and extend the term of such Series B warrants to twenty months from the Closing Date, as defined below.
The
Company has also agreed to issue to H.C. Wainwright & Co., LLC, or the Placement Agent, or its designees warrants, or the Placement
Agent Warrants, to purchase up to 137,455 ADSs (representing 7.0% of the Existing Warrants being exercised) which will have the same terms
as the New Warrants except the Placement Agent Warrants will have an exercise price equal to $1.9125 per share (125% of the reduced exercise
price of the Existing Warrants). Similar to the New Warrants, the Placement Agent Warrants will be immediately exercisable from the date
of issuance until the five year anniversary of such date.
The
closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about November 24, 2023, or the
Closing Date, subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from these transactions
for funding research and development and clinical trials and for other working capital and general corporate purposes.
No changes have been made
to the other warrants issued in the January 2023 Offerings, which shares may be resold under the Prospectus, as amended by this Supplement.
The date of this Prospectus
Supplement is November 21, 2023
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