Can-Fite BioPharma Announces Registered Direct Offering

BioPharma Announces Registered Direct Offering

TIKVA, Israel, January 18, 2019 - Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE:CFBI), a biotechnology

company advancing a pipeline of proprietary small molecule drugs that address cancer, liver and inflammatory diseases, today announced

that it has entered into a definitive agreement with a single institutional investor to receive gross proceeds of approximately

connection with the offering, the Company will issue 2,238,096 registered American Depository Shares (ADSs) of Can-Fite at a purchase

price of $1.05 per ADS in a registered direct offering. Additionally, for each ADS purchased by investors, the investors will

receive an unregistered warrant to purchase one ADS. The warrants will have an exercise price of $1.30 per ADS, will be immediately

exercisable and will expire five and one-half years from the issuance date. The closing of the offering is expected to take place

on or about January 23, 2019, subject to the satisfaction of customary closing conditions.

Wainwright & Co. is acting as the exclusive placement agent in connection with this offering.

ADSs described above (but not the warrants or the ADSs underlying the warrants) are being offered pursuant to a shelf registration

statement (File No. 333-220644) which became effective on October 11, 2017. Such ADSs may be offered only by means of a prospectus,

including a prospectus supplement, forming a part of the effective registration statement.

Company will file a prospectus supplement and the accompanying base prospectus with the SEC relating to such ADSs. When available,

copies of the prospectus supplement and the accompanying base prospectus may be obtained at the SEC's website at http://www.sec.gov,

or by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10022, by

telephone: (646) 975-6996 or by email at placements@hcwco.com.

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 issuable upon their exercise, have not been

registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable

exemption from such registration requirements.

press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein.

There shall not be any offer, solicitation of an offer to buy, or sale of securities in any state or jurisdiction in which such

an offering, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such

state or jurisdiction.

Can-Fite BioPharma Ltd.

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, inflammatory disease and sexual dysfunction.

The Company's lead drug candidate, Piclidenoson, is currently in Phase III trials for rheumatoid arthritis and psoriasis. Can-Fite's

liver cancer drug, Namodenoson, is in Phase II trials for hepatocellular carcinoma (HCC), the most common form of liver cancer,

and 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 in preclinical studies and the Company is investigating

additional compounds, targeting A3AR, for the treatment of sexual dysfunction. These drugs have an excellent safety profile with

experience in over 1,000 patients in clinical studies to date. For more information please visit: www.can-fite.com.

press release may contain forward-looking statements, about Can-Fite's expectations, beliefs or intentions regarding, among

other things, statements regarding the offering, the expected gross proceeds and the expected closing of the offering. In addition,

from time to time, Can-Fite or its representatives have made or may make forward-looking statements, orally or in writing. 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

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.