| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Can-Fite BioPharma Ltd. [ CANF ] | |||||||||||||||
| 3a. Foreign Trading Symbol
[CANF.TA] | 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 8 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options to Purchase Ordinary Shares(1)(2) | 02/08/2017 | 11/08/2027 | Ordinary Shares | 16(2) | $2,826.14(3) | D | |
| Options to Purchase Ordinary Shares(1)(2) | 06/15/2020 | 06/14/2030 | Ordinary Shares | 200(2) | $241.47(4) | D | |
| Options to Purchase Ordinary Shares(1)(5) | 08/01/2023 | 04/30/2033 | Ordinary Shares | 2,166(5) | $25.21(5) | D | |
| Options to Purchase Ordinary Shares(1)(6) | 08/07/2024 | 05/07/2034 | Ordinary Shares | 2,166(6) | $26.56(6) | D | |
| Options to Purchase Ordinary Shares(1)(7) | 04/25/2026 | 01/25/2030 | Ordinary Shares | 16,000(7) | $2.18(7) | D | |
| Explanation of Responses: |
| 1. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee in connection with the Issuer's 2003 Share Option Plan, 2013 Share Option Plan and 2023 Share Option Plan must be registered in the name of a trustee. |
| 2. These options are fully vested and exercisable as of the date hereof. |
| 3. The exercise price of this option, originally denominated in New Israeli Shekels ("NIS") in the amount of NIS 8,778, is presented in the table in U.S. dollars ("USD") based on the exchange rate reported by the Bank of Israel on March 11, 2026, which was NIS 3.106 = USD 1.00. |
| 4. The exercise price of this option, originally denominated in NIS in the amount of NIS 750, is presented in the table in USD based on the exchange rate reported by the Bank of Israel on March 11, 2026, which was NIS 3.106 = USD 1.00. |
| 5. The exercise price of this option, originally denominated in NIS in the amount of NIS 78.3, is presented in the table in USD based on the exchange rate reported by the Bank of Israel on March 11, 2026, which was NIS 3.106 = USD 1.00. Of the options reported herein 1,489 options are vested, and the remaining 1,489 options vest in five equal quarterly installments beginning 04/01/2026 and ending 04/01/2027 subject to the Reporting Person's continued service to the Issuer as of such vesting date. |
| 6. The exercise price of this option, originally denominated in NIS in the amount of NIS 82.5, is presented in the table in USD based on the exchange rate reported by the Bank of Israel on March 11, 2026, which was NIS 3.106 = USD 1.00. Of the options reported herein 947 options are vested, and the remaining 1,219 options vest in nine equal quarterly installments beginning 05/07/2026 and ending 05/07/2028 subject to the Reporting Person's continued service to the Issuer as of such vesting date. |
| 7. The exercise price of this option, originally denominated in NIS in the amount of NIS 6.767, is presented in the table in USD based on the exchange rate reported by the Bank of Israel on March 11, 2026, which was NIS 3.106 = USD 1.00. Of the options reported herein, none are vested, and all the 16,000 options vest in sixteen equal quarterly installments beginning 04/25/2026 and ending 01/25/2030 subject to the Reporting Person's continued service to the Issuer as of such vesting date. |
| /s/ Guy Regev | 04/06/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||