SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.   )*
 

Can-Fite BioPharma, Ltd.

(Name of Issuer)
 

Ordinary Shares, NIS 0.25 par value per share

(Title of Class of Securities)
 

13471N102**

(CUSIP Number)
 

December 2, 2014

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 11 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 13471N102 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on The NYSE MKT under the symbol “CANF.” Each ADS represents the right to receive 2 Ordinary Shares.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. 13471N10213GPage 2 of 11 Pages

 


1

NAMES OF REPORTING PERSONS

Empery Tax Efficient II, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,080,664 Ordinary Shares (represented by 540,332 ADSs)

540,332 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,080,664 Ordinary Shares (represented by 540,332 ADSs)

540,332 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,080,664 Ordinary Shares (represented by 540,332 ADSs)

540,332 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.07% (See Item 4)*

12

TYPE OF REPORTING PERSON

PN

         

 

* As more fully described in Item 4, these reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of Ordinary Shares that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Ordinary Shares beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
CUSIP No. 13471N10213GPage 3 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Empery Asset Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,797,752 Ordinary Shares (represented by 898,876 ADSs)

1,093,052 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,797,752 Ordinary Shares (represented by 898,876 ADSs)

1,093,052 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,797,752 Ordinary Shares (represented by 898,876 ADSs)

1,093,052 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.43% (See Item 4)*

12

TYPE OF REPORTING PERSON

PN

         

 

* As more fully described in Item 4, these reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of Ordinary Shares that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Ordinary Shares beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
CUSIP No. 13471N10213GPage 4 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Ryan M. Lane

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,797,752 Ordinary Shares (represented by 898,876 ADSs)

1,093,052 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,797,752 Ordinary Shares (represented by 898,876 ADSs)

1,093,052 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,797,752 Ordinary Shares (represented by 898,876 ADSs)

1,093,052 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.43% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN

         

 

* As more fully described in Item 4, these reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of Ordinary Shares that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Ordinary Shares beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
CUSIP No. 13471N10213GPage 5 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

Martin D. Hoe

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

1,797,752 Ordinary Shares (represented by 898,876 ADSs)

1,093,052 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

1,797,752 Ordinary Shares (represented by 898,876 ADSs)

1,093,052 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,797,752 Ordinary Shares (represented by 898,876 ADSs)

1,093,052 Ordinary Shares issuable upon exercise of Warrants (See Item 4)*

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.43% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN

         

 

* As more fully described in Item 4, these reported securities are subject to a 4.99% blocker and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of Ordinary Shares that would be issuable upon full exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Ordinary Shares beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
CUSIP No. 13471N10213GPage 6 of 11 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Can-Fite BioPharma, Ltd. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 10 Bareket Street, Kiryat Matalon, P.O. Box 7537, Petach-Tikva 4951778, Israel.

 

Item 2(a). NAME OF PERSON FILING:

 

 

This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to the Ordinary Shares (as defined in Item 2(d) below) of the Company:

 

Empery Funds

 

(i) Empery Tax Efficient II, LP, to which the Investment Manager (as defined below) serves as investment manager, with respect to the Ordinary Shares held by, and underlying the Reported Warrants (as defined below) held by, it (the "ETE II Fund").

 

Investment Manager

 

(iii) Empery Asset Management, LP (the "Investment Manager"), with respect to the Ordinary Shares held by, and underlying the Reported Warrants held by, the ETE II Fund and certain other funds to which the Investment Manager serves as investment manager, the "Empery Funds").

 

Reporting Individuals

 

(iv) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the Ordinary Shares held by, and underlying the Reported Warrants held by, the Empery Funds.

 

(v) Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the Ordinary Shares held by, and underlying the Reported Warrants held by, the Empery Funds.

 

The Investment Manager serves as the investment manager to each of the Empery Funds. Each of the Reporting Individuals is a Managing Member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.

 

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

 

The address of the business office of each of the Reporting Persons is:

 

1 Rockefeller Plaza, Suite 1205

New York, New York 10020

 

 
CUSIP No. 13471N10213GPage 7 of 11 Pages

 

Item 2(c). CITIZENSHIP:

 

  Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Ordinary Shares, NIS 0.25 par value per share (the "Ordinary Shares ")

 

Item 2(e). CUSIP NUMBER:
   
  There is no CUSIP number assigned to the Ordinary Shares.  CUSIP number 13471N102 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on The NYSE MKT under the symbol “CANF.”  Each ADS represents the right to receive 2 Ordinary Shares.

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
       
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
       
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
  (e) ¨ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
       
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
       
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
       
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
  (i) ¨ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
       
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ___________________________________________

 

 
CUSIP No. 13471N10213GPage 8 of 11 Pages

 

Item 4. OWNERSHIP.

 

 

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 17,721,071 Ordinary Shares issued and outstanding as of December 1, 2014, as represented in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on December 4, 2014, and assumes the issuance of 3,595,506 Ordinary Shares by the Company, as disclosed in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on December 4, 2014 and the exercise of the Reported Warrants subject to the Blocker (as defined below).

 

Pursuant to the terms of the reported warrants (the "Reported Warrants"), the Reporting Persons cannot exercise any of the Reported Warrants if the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding Ordinary Shares (the "Blocker"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blocker. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise any of the Reported Warrants due to the Blocker.  

 

The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all Ordinary Shares held by, and underlying the Reported Warrants held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all Ordinary Shares held by, and underlying the Reported Warrants held by, the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Ordinary Shares owned by another Reporting Person. Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such Ordinary Shares.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
  Not applicable.
   

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
  Not applicable.
   

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
  Not applicable.
   

 

 
CUSIP No. 13471N10213GPage 9 of 11 Pages

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
  Not applicable.
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
  Not applicable.
   

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 13471N10213GPage 10 of 11 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: December 5, 2014

  EMPERY TAX EFFICIENT II, LP
  By: EMPERY ASSET MANAGEMENT, LP, its Authorized Agent
   
  By: EMPERY AM GP, LLC, its General Partner
   
  By: /s/ Ryan M. Lane
  Name:  Ryan M. Lane
  Title:  Managing Member
   
  EMPERY ASSET MANAGEMENT, LP
  By: EMPERY AM GP, LLC, its General Partner
   
  By: /s/ Ryan M. Lane
  Name:  Ryan M. Lane
  Title:  Managing Member
   
  /s/ Ryan M. Lane
  Ryan M. Lane
   
  /s/ Martin D. Hoe
  Martin D. Hoe

 

 

 

 
CUSIP No. 13471N10213GPage 11 of 11 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: December 5, 2014

 

  EMPERY TAX EFFICIENT II, LP
  By: EMPERY ASSET MANAGEMENT, LP, its Authorized Agent
   
  By: EMPERY AM GP, LLC, its General Partner
   
  By: /s/ Ryan M. Lane
  Name:  Ryan M. Lane
  Title:  Managing Member
   
  EMPERY ASSET MANAGEMENT, LP
  By: EMPERY AM GP, LLC, its General Partner
   
  By: /s/ Ryan M. Lane
  Name:  Ryan M. Lane
  Title:  Managing Member
   
  /s/ Ryan M. Lane
  Ryan M. Lane
   
  /s/ Martin D. Hoe
  Martin D. Hoe