Can-Fite Announces Exercise of Warrants for Approximately $3.0 Million in Gross Proceeds
22 November 2023 - 5:53AM
Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE: CANF), a
biotechnology company advancing a pipeline of proprietary small
molecule drugs that address oncological and inflammatory diseases,
today announced the entry into a definitive agreement for the
immediate exercise of certain outstanding warrants to purchase up
to an aggregate of 1,963,637 American Depositary Shares (ADSs),
having exercise prices ranging from $6.00 to $5.50 per ADS, issued
by Can-Fite in December 2021 and January 2023, at a reduced
exercise price of $1.53 per share. The ADSs representing ordinary
shares issuable upon exercise of the warrants are registered
pursuant to effective registration statements on Form F-3 (File No.
333-262055) and Form F-1 (File No. 333-269485). The closing of the
offering is expected to occur on or about November 24, 2023,
subject to satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
In consideration for the immediate exercise of
the warrants for cash, Can-Fite will issue new unregistered
warrants to purchase up to 3,927,274 ADSs. The new warrants will
have an exercise price of $1.75 per ADS, will be immediately
exercisable and have a term of exercise equal to five years from
the date of issuance. In addition, Can-Fite has agreed to reduce
the exercise price of series B warrants to purchase 1,363,637 ADSs
held by the warrant 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.
The gross proceeds to Can-Fite from the exercise
of the warrants are expected to be approximately $3.0 million,
prior to deducting placement agent fees and offering expenses. The
Company intends to use the net proceeds for funding research and
development and clinical trials and for other working capital and
general corporate purposes.
The new warrants described above were offered in
a private placement pursuant to an applicable exemption from the
registration requirements of the Securities Act of 1933, as amended
(the "1933 Act"), and, along with the ADSs issuable upon exercise,
have not been registered under the 1933 Act, and may not be offered
or sold in the United States absent registration with the
Securities and Exchange Commission ("SEC") or an applicable
exemption from such registration requirements. Can-Fite has agreed
to file a registration statement with the SEC covering the resale
of the shares of ADSs issuable upon exercise of the new
warrants.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the securities in this
offering, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other
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, liver,
inflammatory disease and COVID-19. The Company's lead drug
candidate, Piclidenoson, is currently in a Phase III trial for
psoriasis and a Phase II study in the treatment of moderate
COVID-19. 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 a Phase IIb 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 may contain forward-looking
statements, about Can-Fite’s expectations, beliefs or intentions
regarding, among other things, market risks and uncertainties, its
product development efforts, business, financial condition, results
of operations, strategies or prospects. In addition, from time to
time, Can-Fite or its representatives have made or may make
forward-looking statements, orally or in writing. For example, the
Company is using forward-looking statements when it discusses the
timing and completion of the offering, the satisfaction of
customary closing conditions related to the offering and the
intended use of proceeds therefrom. 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: 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 COVID-19 pandemic; 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.
Contact
Can-Fite BioPharma
Motti Farbstein
info@canfite.com
+972-3-9241114
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