CAN-FITE BIOPHARMA LTD. INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2013 UNAUDITED INDEX Page Review of Interim Consolidated Financial Statements 2 Interim Consolidated Statements of Financial Position

CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2013

Can-Fite BioPharma Ltd.

Auditors' Review Report to the Shareholders

of Can-Fite BioPharma Ltd.

We have reviewed the accompanying financial

information of Can-Fite BioPharma Ltd. and its subsidiary ("the Group"), which comprises the condensed consolidated statement

of financial position as of September 30, 2013 and the related condensed consolidated statements of comprehensive income, changes

in equity and cash flows for the nine and three-month periods then ended. The Company's board of directors and management are responsible

for the preparation and presentation of interim financial information for these periods in accordance with IAS 34, "Interim

Financial Reporting" and are responsible for the preparation of this interim financial information in accordance with Chapter

D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion on this interim

financial information based on our review.

We conducted our review in accordance with

Review Standard 1 of the Institute of Certified Public Accountants in Israel, "Review of Interim Financial Information Performed

by the Independent Auditor of the Entity." A review of interim financial information consists of making inquiries, primarily

of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially

less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does

not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly,

we do not express an audit opinion.

Based on our review, nothing has come to

our attention that causes us to believe that the accompanying financial information is not prepared, in all material respects,

in accordance with IAS 34.

In addition to the abovementioned, based

on our review, nothing has come to our attention that causes us to believe that the accompanying financial information does not

comply, in all material respects, with the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate

The accompanying notes are an integral

part of the interim consolidated financial statements.

The accompanying notes are an integral

part of the interim consolidated financial statements.

The accompanying notes are an integral

part of the interim consolidated financial statements.

The accompanying notes are an integral

part of the interim consolidated financial statements.

The accompanying notes are an integral

part of the interim consolidated financial statements.

The accompanying notes are an integral

part of the interim consolidated financial statements.

The accompanying notes are an integral

part of the interim consolidated financial statements.

The accompanying notes are an integral

part of the interim consolidated financial statements.

The accompanying notes are an integral

part of the interim consolidated financial statements.

consolidated financial statements have been prepared in accordance with IAS 34, "Interim Financial Reporting".

policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the

preparation of the annual consolidated financial statements, except as noted below:

10, "Consolidated Financial Statements":

IAS 27 regarding the accounting treatment in respect of consolidated financial statements and includes the accounting treatment

for the consolidation of structured entities previously accounted for under SIC 12, "Consolidation - Special Purpose Entities".

of IFRS 10 for the first time did not have a material effect on the Company's financial statements.

19 (Revised), "Employee Benefits":

the IASB issued IAS 19 (Revised) which is to be applied commencing January 1, 2013. The principal amendments address the accounting

treatment of defined benefit plans. The application of IAS 19 for the first time did not have a material effect on the Company's

financial statements.

On August 18, 2013, the Company

filed an application with the District Court in Petach-Tikva, Israel to approve the convening of a general meeting of the Company's

shareholders and a general meeting of the holders of warrants (series 6) of the Company to extend the exercise period of the warrants

(series 6) until September 1, 2014. On August 26, 2013, the District Court in Petach-Tikva, Israel approved the extension of the

exercise period until October 30, 2013. On August 27, 2013, a general meeting of the shareholders and the holders of warrants (series

6) assembly were convened in order to approve the extension of exercise period of the warrants (series 6) until September 1, 2014.

Although the general meeting of the holders of warrants (series 6) approved the extension, because the general meeting of the shareholders

did not approve the extension, the warrants (series 6) expired on October 30, 2013.

Except as set forth above, the revised agreement has no effect on the original license terms agreed upon with the NIH.

Every 25 warrants (series 10)

are exercisable into one ordinary share, NIS 0.25 par value per share, of the Company for NIS 0.394, with the warrants being

linked to the Israeli consumer price index for December 2012. The warrants are exercisable until October 31, 2015.

In addition, every 25 warrants

(series 11) are exercisable into one ordinary share, NIS 0.25 par value per share, of the Company for NIS 0.392, with the

warrants being linked to the Israeli consumer price index for December 2012. The warrants are exercisable until April 30,

Due to an oversubscription,

7,477 units were purchased at a price of NIS 3,544 per unit for total proceeds of NIS 23,920 thousand (net of issuance

expenses of approximately NIS 2,572 thousand). The issuance proceeds were received on February 5, 2013.

The shares included in the

units were listed for trading on February 5, 2013.