Can-Fite BioPharma Ltd. entered into a securities purchase agreement to issue an aggregate of up to 363,637 unregistered Pre-funded Warrants to purchase up to 109,091,100 Ordinary Shares represented by 363,637 ADSs at an issue price of $5.499 per Pre-funded Warrant for gross proceeds of $1,999,639 on January 11, 2023. The company will also issue unregistered warrants to purchase up to an aggregate of 218,182,200 Ordinary Shares represented by 727,274 ADSs consisting of Series A Warrants to purchase up to 109,091,100 Ordinary Shares represented by 363,637 ADSs and Series B Warrants to purchase up to 109,091,100 Ordinary Shares represented by 363,637 ADSs, at an offering price of $5.499 per Pre-funded Warrant and associated Series A and Series B warrants. The Pre-funded Warrants will be immediately exercisable at an exercise price of $0.001 per ADS and will not expire until exercised in full.

The Series A and Series B warrants will be immediately exercisable upon issuance. The Series A Warrants will have an exercise price of $6.00 per ADS, and the Series B Warrants will have an exercise price of $5.50 per ADS, subject to adjustment as set forth therein. The Series A Warrants have a term of five and one-half years from the date of issuance and the Series B Warrants have a term of 20 months from the date of issuance.

The Warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs and Ordinary Shares underlying the Warrants. The Pre-funded Warrants to be issued in the PIPE Offering, the Warrants, Placement Agent Warrants, and the ADSs and Ordinary Shares underlying such warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506 of Regulation D promulgated thereunder.