Can-Fite Announces $3.0 Million Registered Direct Offering of American Depositary Shares

Rhea-AI Summary

Can-Fite BioPharma (NYSE American: CANF) has announced a $3.0 million registered direct offering of American Depositary Shares (ADSs). The company will sell 2,500,000 ADSs at $1.20 per share, with the offering expected to close around April 15, 2025.

H.C. Wainwright & Co. is serving as the exclusive placement agent for this offering, which is being conducted under a previously filed shelf registration statement. The net proceeds will be allocated to:

• Research and development funding
• Clinical trials
• Working capital
• General corporate purposes

Positive

• Secured $3.0 million in additional funding
• Funds will support R&D and clinical trials advancement

Negative

• Potential dilution for existing shareholders through issuance of 2,500,000 new ADSs
• Offering price of $1.20 per ADS may indicate relatively low market valuation

Insights

Financial Analyst

Can-Fite's $3 million registered direct offering represents a significant dilutive event that warrants investor attention. The company is issuing 2.5 million ADSs at $1.20 per share, reflecting a concerning 23.6% discount to the current $1.57 market price. This offering will increase the company's outstanding shares by approximately 35.8% relative to its $8.37 million market capitalization.

While this capital injection will fund R&D activities and clinical trials for Can-Fite's small-molecule drug pipeline targeting oncological and inflammatory diseases, the substantial dilution and deep discount suggest challenging capital-raising conditions. These terms are particularly unfavorable to existing shareholders, who will experience significant ownership dilution at a below-market valuation.

The financing structure—a registered direct offering handled by H.C. Wainwright—typically indicates a need for more expedient capital access compared to traditional public offerings. The timing and terms suggest potential cash constraints, though without specific disclosure of current cash position or burn rate, it's difficult to determine exactly how crucial this funding is for operational continuity.

For micro-cap biotechs like Can-Fite, capital raises are a necessary component of the business model to advance clinical programs, but the substantial discount and relative size of this offering point to relatively weak negotiating position with institutional investors. Existing shareholders should carefully evaluate how this dilution impacts their investment thesis and the company's path to potential value creation milestones.

RAMAT GAN, Israel, April 14, 2025 (GLOBE NEWSWIRE) -- Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE: CANF), a biotechnology company advancing a pipeline of proprietary small-molecule drugs for oncological and inflammatory diseases (“Can-Fite” or the “Company”), today announced that it has entered into definitive agreements for the purchase and sale of 2,500,000 of the Company’s American Depositary Shares (“ADSs”), at a purchase price of $1.20 per ADS, in a registered direct offering. The offering is expected to close on or about April 15, 2025, subject to satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the, before deducting the placement agent’s fees and other offering expenses payable by the Company, are expected to be $3.0 million. Can-Fite intends to use the net proceeds for funding research and development and clinical trials and for other working capital and general corporate purposes.

The ADSs offered in the registered direct offering are being offered and sold by Can-Fite pursuant to a “shelf” registration statement on Form F-3 (File No. 333-274316) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 1, 2023 and declared effective by the SEC on September 12, 2023. The offering of the ADSs to be issued in the registered direct offering 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 registered direct offering 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 (212) 856-5711 or e-mail at placements@hcwco.com.

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: CANF) 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, liver, and inflammatory disease. The Company’s lead drug candidate, Piclidenoson recently reported topline results in a Phase III trial for psoriasis and commenced a pivotal Phase III trial. Can-Fite’s liver drug, Namodenoson, is being evaluated in a Phase III trial for hepatocellular carcinoma (HCC), a Phase IIb trial for the treatment of MASH, and in a Phase IIa study in pancreatic cancer. 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 1,600 patients in clinical studies to date. For more information please visit: www.canfite.com.

Forward-Looking Statements

This press release may contain forward-looking statements, about Can-Fite’s expectations, beliefs or intentions regarding, among other things, its product development efforts, business, financial condition, results of operations, strategies or prospects. All statements in this communication, other than those relating to historical facts, are “forward looking statements”. 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. For example, the Company is using forward-looking statements when it discusses the completion of the offerings, the satisfaction of customary closing conditions related to the offerings and the intended use of proceeds therefrom. 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 known and unknown risks, uncertainties and other factors that may cause Can-Fite’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements to differ materially from those anticipated in these forward-looking statements include, among other things, our market and other conditions, 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 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; risks related to not satisfying the continued listing requirements of NYSE American; and statements as to the impact of the political and security situation in Israel on our business. More information on these risks, uncertainties and other factors is included from time to time in the “Risk Factors” section of Can-Fite’s Annual Report on Form 20-F filed with the SEC on April 14, 2025 and other public reports filed with the SEC and in its periodic filings with the TASE. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Can-Fite undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Contact
Can-Fite BioPharma
Motti Farbstein
info@canfite.com
+972-3-9241114

FAQ

How many ADSs is Can-Fite (CANF) offering in its April 2025 direct offering?

Can-Fite is offering 2,500,000 American Depositary Shares (ADSs) in its April 2025 registered direct offering.

What is the price per ADS in Can-Fite's (CANF) 2025 registered direct offering?

The purchase price is $1.20 per ADS in Can-Fite's registered direct offering.

How will Can-Fite (CANF) use the proceeds from its $3.0 million offering?

Can-Fite will use the proceeds for research and development, clinical trials, working capital, and general corporate purposes.

When is Can-Fite's (CANF) April 2025 registered direct offering expected to close?

The offering is expected to close on or about April 15, 2025, subject to customary closing conditions.

Who is the placement agent for Can-Fite's (CANF) $3.0 million registered direct offering?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.