Can-Fite Announces $7.5 Million Concurrent Registered Direct Offering and Private Placement

Can-Fite Announces $7.5 Million Concurrent

Registered Direct Offering and Private Placement

PETACH TIKVA, Israel,

January 11, 2023 -- Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE: CANF), a biotechnology company advancing a pipeline of proprietary

small molecule drugs that address inflammatory, cancer and liver diseases ("Can-Fite" or the "Company"), today

announced that it has entered into definitive agreements for the purchase and sale of 1,000,000 of the Company's American Depositary

Shares ("ADSs") (or ADS equivalents in lieu thereof), at a purchase price of $5.50 per ADS, in a registered direct

offering. In a concurrent private placement, Can-Fite has also agreed to issue and sell 363,637 of its ADS (or ADS equivalents in lieu

thereof), at the same purchase price as in the registered direct offering. In addition, the Company has agreed to issue in the offerings

unregistered Series A warrants to purchase up to an aggregate of 1,363,637 ADSs and Series B warrants to purchase up to an aggregate of

1,363,637 ADSs. Each ADS represents three hundred (300) ordinary shares, par value NIS 0.25 per share, of Can-Fite. The offerings

are expected to close on or about January 13, 2023, subject to satisfaction of customary closing conditions.

Co. is acting as the exclusive placement agent for the offerings.

The Series A warrants will have an exercise price

$6.00 per ADS, will become exercisable immediately upon issuance and have a term of five and one-half years from the date of issuance

and the Series B warrants will have an exercise price $5.50 per ADS, will become exercisable immediately upon issuance and have a term

of 20 months from the date of issuance.

The gross proceeds from

the offerings (without taking into account any proceeds from any future exercises of warrants), before deducting the placement agent's

fees and other offering expenses payable by the Company, are expected to be approximately $7.5 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 (or ADS equivalents)

offered in the registered direct offering (but excluding the securities offered in the private placement and the ADSs underlying the warrants)

are being offered and sold by Can-Fite pursuant to a "shelf" registration statement on Form F-3 (File No. 333-249063) originally

filed with the U.S. Securities and Exchange Commission (the "SEC") on September 25, 2020 and declared effective

by the SEC on October 9, 2020. The offering of the ADSs (or ADS equivalents) 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.

The securities issued

in the private placement and the unregistered warrants described above were offered in a private placement under Section 4(a)(2) of the

Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the ADSs underlying

the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the unregistered ADSs, the warrants

and underlying ADSs may not be offered or sold in the United States except pursuant to an effective registration statement or

an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

The Company also has

agreed to amend certain warrants to purchase up to an aggregate of 600,000 ADSs of the Company that were issued in December 2021 by reducing

the exercise prices from $20.00 per ADS to $5.50 pr ADS.

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

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. Can-Fite's liver drug, Namodenoson, is being evaluated in a Phase IIb

trial for the treatment of non-alcoholic steatohepatitis (NASH), and enrollment is expected to commence in a Phase III trial for hepatocellular

carcinoma (HCC), the most common form of liver 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 1,500 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, its product development efforts,

business, financial condition, results of operations, strategies or prospects, as well as statements relating to the concurrent registered

direct offering and private placement, including, without limitation, as to the consummation of the offerings described above, the expected

proceeds from the offerings, the intended use of proceeds and the timing of the closing of the offerings. 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. 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, market and other conditions,

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 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 the COVID-19 pandemic and

the Russian invasion of Ukraine; 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 March 24, 2022 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.