Exhibit 99.1

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	3 - 4

Interim Consolidated Statements of Comprehensive Income	5

Interim Consolidated Statements of Changes in Equity	6 - 9

Interim Consolidated Statements of Cash Flows	10 – 11

Notes to Interim Consolidated Financial Statements	12 - 18

- - - - - - - - - - -

- 1 -

Kost Forer Gabbay & Kasierer

3 Aminadav St.

Tel-Aviv 6706703, Israel

Tel: +972-3-6232525

Fax: +972-3-5622555

ey.com

The Shareholders of

Can-Fite BioPharma Ltd.

Auditors' Review Report to the Shareholders of Can-Fite BioPharma Ltd.

Introduction

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.

Scope of 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.

Conclusion

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 Reports), 1970.

	/s/ Kost Forer Gabbay & Kasierer
Tel Aviv, Israel	KOST FORER GABBAY & KASIERER
November 28, 2013	A Member of Ernst & Young Global

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CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	Convenience
	translation
	Into
	U.S. dollars.
	September 30,		September 30,				December 31,
	2013		2013		2012		2012
	Unaudited		Unaudited				Audited
	In thousands		NIS in thousands
ASSETS

CURRENT ASSETS:
Cash and cash equivalents		2,735		9,673		7,524		4,278
Accounts receivable		457		1,615		2,319		1,672

		3,192		11,288		9,843		5,950

NON-CURRENT ASSETS:
Property, plant and equipment, net		44		157		171		159

		3,236		11,445		10,014		6,109

The accompanying notes are an integral part of the interim consolidated financial statements.

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CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

	Convenience
	translation
	Into
	U.S. dollars.
	September 30,			September 30,						December 31,
	2013			2013			2012			2012
	Unaudited			Unaudited						Audited
	In thousands			NIS in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables		578			2,046			1,893			2,821
Other accounts payable		707			2,502			2,578			4,586
Warrants exercisable into shares (series 6)		42			149			198			149
Warrants exercisable into shares (series 7)		45			159			-			773
Warrants exercisable into shares (series 8)		87			308			349			357
		1,460			5,164			5,018			8,686
NON-CURRENT LIABILITIES:
Warrants exercisable into shares (series 7)		-			-			753			-
Employee benefit liabilities, net		19			67			91			68
		19			67			844			68
		1,479			5,231			5,862			8,754
EQUITY (DEFICIENCY) ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:
Share capital		1,009			3,568			2,734			2,734
Share premium		70,902			250,782			233,754			233,754
Capital reserve from share-based payment transactions		4,399			15,561			15,196			15,279
Warrants exercisable into shares (series 9)		189			669			669			669
Warrants exercisable into shares (series 10)		899			3,178			-			-
Warrants exercisable into shares (series 11)		867			3,066			-			-
Treasury shares		(1,026	)		(3,628	)		(5,805	)*		(5,805	)*
Adjustments arising from translating financial statements of foreign operations		(33	)		(117	)		347			84
Accumulated deficit		(76,158	)		(269,371	)		(245,274	)*		(251,359	)*
		1,048			3,708			1,621			(4,644	)
Non-controlling interests		709			2,506			2,531			1,999
Total equity		1,757			6,214			4,152			(2,645	)
		3,236			11,445			10,014			6,109

Reclassified.

The accompanying notes are an integral part of the interim consolidated financial statements.

November 28, 2013

/s/ Ilan Cohn

/s/ Pnina Fishman

/s/ Motti Farbstein

Date of approval of the financial statements

Mr. Ilan Cohn

Chairman of the Board of Directors

Prof. Pnina Fishman

Member of the Board
and CEO

Mr. Motti Farbstein

Chief Operating and
Financial Officer

- 4 -

CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Convenience
	translation
	into U.S.
	dollars
	Nine months
	ended			Nine months ended						Three months ended						Year ended
	September 30,			September 30,						September 30,						December 31,
	2013			2013			2012			2013			2012			2012
	Unaudited			Unaudited												Audited
	In thousands			NIS in thousands (except per share data)
Research and development expenses		2,880			10,185			9,273			2,522			2,776			13,160
General and administrative expenses		2,716			9,605			6,089			3,014			1,951			9,230

Operating loss		5,596			19,790			15,362			5,536			4,727			22,390

Finance expenses		130			374			279			129			253			27
Finance income		(191	)		(584	)		(457	)		(372	)		(154	)		(541	)

Loss before taxes on income		5,535			19,580			15,184			5,293			4,826			21,876
Taxes on income		-			-			-			-			-			11

Net loss		5,535			19,580			15,184			5,293			4,826			21,887
Other comprehensive loss (income) - exchange differences on translation of foreign operations		69			245			(332	)		(46	)		(219	)		(7	)

Total comprehensive loss		5,604			19,825			14,852			5,247			4,607			21,880

Loss attributable to:
Equity holders of the Company		5,092			18,012			14,735			4,887			6,297			20,820
Non-controlling interests		443			1,568			449			406			(1,471	)		1,067

		5,535			19,580			15,184			5,293			4,826			21,887
Total comprehensive loss attributable to:
Equity holders of the Company		5,149			18,213			14,463			4,849			6,117			20,811
Non-controlling interests		455			1,612			389			398			(1,510	)		1,069

		5,604			19,825			14,852			5,247			4,607			21,880
Net loss per share attributable to equity holders of the Company (in NIS):
Basic and diluted net loss per share		0.39			1.38			1.39	*		0.36			0.58	*		2.07	*

Adjusted for capital consolidation (see 3i2).

The accompanying notes are an integral part of the interim consolidated financial statements.

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CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Share capital		Share premium			Capital reserve from share-based payment transactions		Warrants exercisable into shares		Treasury shares			Foreign currency translation reserve			Accumulated deficit			Total			Non- controlling interests			Total equity
	Unaudited
	NIS in thousands

Balance as of January 1, 2013 (audited)		2,734		233,754			15,279		669		(5,805	)*		84			(251,359	)*		(4,644	)		1,999			(2,645	)

Loss		-		-			-		-		-			-			(18,012	)		(18,012	)		(1,568	)		(19,580	)
Total other comprehensive loss		-		-			-		-		-			(201	)		-			(201	)		(44	)		(245	)

Total comprehensive loss		-		-			-		-		-			(201	)		(18,012	)		(18,213	)		(1,612	)		(19,825	)

Exercise of unlisted share warrants		86		-			-		-		-			-			-			86			-			86
Issuance of shares and change in term of warrants (series 10 and series 11)**		748		17,306			-		6,244		-			-			-			24,298			-			24,298
Sale of treasury shares to third party		-		(278	)		-		-		2,177			-			-			1,899			(61	)		1,838
Cost of share-based payment		-		-			282		-		-			-			-			282			2,180			2,462

Balance as of September 30, 2013		3,568		250,782			15,561		6,913		(3,628	)		(117	)		(269,371	)		3,708			2,506			6,214

Balance as of January 1, 2012 (audited)		2,606		229,299			14,670		-		(5,805	)*		75			(230,539	)		10,306			2,221			12,527

Loss		-		-			-		-		-			-			(14,735	)		(14,735	)		(449	)		(15,184	)
Total other comprehensive income		-		-			-		-		-			272			-			272			60			332

Total comprehensive loss		-		-			-		-		-			272			(14,735	)		(14,463	)		(389	)		(14,852	)

Exercise of unlisted share options		5		171			-		-		-			-			-			176			-			176
Exercise of share warrants (series 5)		1		75			-		-		-			-			-			76			-			76
Issue of shares and warrants (series 9)		122		4,209			-		669		-			-			-			5,000			-			5,000
Cost of share-based payment		-		-			526		-		-			-			-			526			699			1,225

Balance as of September 30, 2012		2,734		233,754			15,196		669		(5,805	)*		347			(245,274	)		1,621			2,531			4,152

Reclassified.

Net of issuance expenses of NIS 1,951 thousand.

The accompanying notes are an integral part of the interim consolidated financial statements.

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CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Share capital		Share premium		Capital reserve from share-based payment transactions		Warrants exercisable into shares		Treasury shares			Foreign currency translation reserve			Accumulated deficit			Total			Non- controlling interests			Total equity
	Unaudited
	NIS in thousands

Balance as of July 1, 2013		3,568		250,782		15,522		669		(3,628	)		(155	)		(264,484	)		2,274			2,306			4,580

Loss		-		-		-		-		-			-			(4,887	)		(4,887	)		(406	)		(5,293	)
Total other comprehensive income		-		-		-		-		-			38			-			38			8			46

Total comprehensive income (loss)		-		-		-		-		-			38			(4,887	)		(4,849	)		(398	)		(5,247	)

change in warrants term (series 10,11)		-		-		-		6,244		-			-			-			6,244			-			6,244
Cost of share-based payment		-		-		39		-		-			-			-			39			598			637

Balance as of September 30, 2013		3,568		250,782		15,561		6,913		(3,628	)		(117	)		(269,371	)		3,708			2,506			6,214

Balance as of July 1, 2012		2,733		233,717		15,073		669		(5,805	)*		167			(238,977	)*		7,577			827			8,404

Net loss		-		-		-		-		-			-			(6,297	)		(6,297	)		1,471			(4,826	)
Total other comprehensive income		-		-		-		-		-			180			-			180			39			219

Total comprehensive income (loss)		-		-		-		-		-			180			(6,297	)		(6,117	)		1,510			(4,607	)

Exercise of unlisted share warrants		1		37		-		-		-			-			-			38			-			38
Cost of share-based payment		-		-		123		-		-			-			-			123			194			317

Balance as of September 30, 2012		2,734		233,754		15,196		669		(5,805	)*		347			(245,274	)*		1,621			2,531			4,152

Reclassified.

The accompanying notes are an integral part of the interim consolidated financial statements.

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CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Share capital		Share premium		Capital reserve from share-based payment transactions		Warrants exercisable into shares		Treasury shares			Foreign currency translation reserve		Accumulated deficit			Total			Non- controlling interests			Total equity
	Audited
	NIS in thousands

Balance as of January 1, 2012		2,606		229,299		14,670		-		(5,805	)*		75		(230,539	)*		10,306			2,221			12,527

Loss		-		-		-		-		-			-		(20,820	)		(20,820	)		(1,067	)		(21,887	)
Other comprehensive income (loss)		-		-		-		-		-			9		-			9			(2	)		7

Total comprehensive loss		-		-		-		-		-			9		(20,820	)		(20,811	)		(1,069	)		(21,880	)

Exercise of unlisted share options		5		171		-		-		-			-		-			176			-			176
Exercise of warrants (series 5)		1		75		-		-		-			-		-			76			-			76
Issuance of shares and warrants (series 9)		122		4,209		-		669		-			-		-			5,000			-			5,000
Cost of share-based payment		-		-		609		-		-			-		-			609			847			1,456

Balance as of December 31, 2012		2,734		233,754		15,279		669		(5,805	)*		84		(251,359	)*		(4,644	)		1,999			(2,645	)

Reclassified.

The accompanying notes are an integral part of the interim consolidated financial statements.

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CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

	Attributable to equity holders of the Company
	Share capital		Share premium			Capital reserve from share-based payment transactions		Warrants exercisable into shares		Treasury shares			Foreign currency translation reserve			Accumulated deficit			Total			Non- controlling interests			Total equity
	Unaudited
	USD in thousands

Balance as of January 1, 2013 (audited)		773		66,088			4,320		189		(1,641	)*		24			(71,066	)*		(1,313	)		565			(748	)

Loss		-		-			-		-		-			-			(5,092	)		(5,092	)		(443	)		(5,535	)
Other comprehensive loss		-		-			-		-		-			(57	)		-			(57	)		(12	)		(69	)

Total comprehensive loss		-		-			-		-		-			(57	)		(5,092	)		(5,149	)		(455	)		(5,604	)

Exercise of unlisted share options		25		-			-		-		-			-						25			-			25
Issuance of shares *) and change in warrant		211		4,893			-		1,766		-			-						6,870			-			6,870
Sale of treasury shares to third party		-		(79	)		-		-		615			-						536			(17	)		519
Cost of share-based payment		-		-			79		-		-			-						79			616			695

Balance as of September 30, 2013		1,009		70,902			4,399		1,955		(1,026	)		(33	)		(76,158	)		1,048			709			1,757

Reclassified.

The accompanying notes are an integral part of the interim consolidated financial statements.

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CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

	Convenience translation into U.S. dollars.
	Nine months ended September 30,			Nine months ended September 30,						Three months ended September 30,						Year ended December 31,
	2013			2013			2012			2013			2012			2012
	Unaudited			Unaudited												Audited
	In thousands			NIS in thousands
Cash flows from operating activities:

Loss		(5,535	)		(19,580	)		(15,184	)		(5,293	)		(4,826	)		(21,887	)

Adjustments to reconcile loss to net cash used :

Depreciation of property, plant and equipment		13			44			70			17			21			86
Cost of share-based payment		673			2,381			1,225			650			317			1,456
Interest on deposits		(7	)		(27	)		(49	)		(18	)		(11	)		(50	)
Loss (gain) from sale of property, plant and equipment		(2	)		(6	)		(32	)		-			(3	)		(42	)
Decrease in employee benefit liabilities, net		-			(1	)		(99	)		1			8			(122	)
Taxes on income		-			-			-			-			-			11
Decrease in fair value of warrants exercisable into shares (series 5)		-			-			(138	)		-			-			(138	)
Decrease in fair value of warrants exercisable into shares (series 6)		-			-			(198	)		(84	)		(79	)		(247	)
Decrease in fair value of warrants exercisable into shares (series 7)		(174	)		(614	)		(40	)		(326	)		(40	)		(20	)
Increase (decrease) in fair value of warrants exercisable into shares (series 8)		(14	)		(49	)		-			89			8			8
Increase in fair value of warrants exercisable into shares (series 10)		154			545			-			-			-			-
Decrease in fair value of warrants exercisable into shares (series 11)		(21	)		(73	)		-			(37	)		-			-
Exchange rate differences on balances of cash and cash equivalents		(102	)		(361	)		36			(134	)		13			(217	)

		520			1,839			775			158			234			725
Working capital adjustments:
Decrease in accounts receivable		7			25			1,441			17			740			2,088
Increase (decrease) in trade payables		(219	)		(773	)		(37	)		580			427			891
Increase (decrease) in other accounts payable		(654	)		(2,313	)		(108	)		(1,161	)		286			1,900

		(866	)		(3,061	)		1,296			(564	)		1,453			4,879
Cash paid and received during the period for:

Interest received		8			27			49			18			11			50
Income tax paid		-			-			-			-			-			(11	)

		8			27			49			18			11			39

Net cash used in operating activities		(5,873	)		(20,775	)		(13,064	)		(5,681	)		(3,128	)		(16,244	)

The accompanying notes are an integral part of the interim consolidated financial statements.

- 10 -

CAN-FITE BIOPHARMA LTD.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

	Convenience translation into U.S. dollars.
	Nine months ended September 30,			Nine months ended September 30,						Three months ended September 30,						Year ended December 31,
	2013			2013			2012			2013			2012			2012
	Unaudited			Unaudited												Audited
	In thousands			NIS in thousands

Cash flows from investing activities:

Purchase of property, plant and equipment		(12	)		(42	)		(13	)		(7	)		-			(17	)
Proceeds from sale of property, plant and equipment		2			7			82			-			3			92
Sell of assets measured by fair value		-			-						3,265			-			-

Net cash provided by (used in) investing activities		(10	)		(35	)		69			3,258			3			75

Cash flows from financing activities:

Issue of share capital (net of issue expenses)		5,131			18,148			4,331			-			-			4,331
Proceeds on account of share warrants (series 8 and 9) (net of issue expenses)		-			-			1,018			-			-			1,018
Proceeds on account of share warrants (series 10 and 11) (net of issue expenses)		1,632			5,772			-			-						-
Exercise of unlisted share options		24			86			176			-			38			176
Exercise of share warrants (series 5)		-			-			76			-			-			76
Sale of treasury shares to a third party		520			1,838			-			-			-			-

Net cash provided by financing activities		7,307			25,844			5,601			-			38			5,601

Exchange rate differences on balances of cash and cash equivalents		102			361			296			425			206			224

Increase (decrease) in cash and cash equivalents		1,526			5,395			(7,098	)		(1,998	)		(2,881	)		(10,344	)
Cash and cash equivalents at the beginning of the period		1,209			4,278			14,622			11,671			10,405			14,622

Cash and cash equivalents at the end of the period		2,735			9,673			7,524			9,673			7,524			4,278

The accompanying notes are an integral part of the interim consolidated financial statements.

- 11 -

CAN-FITE BIOPHARMA LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:-

GENERAL

These financial statements have been prepared in a condensed format as of September 30, 2013 and for the nine-month and three-month periods then ended ("interim consolidated financial statements"). These financial statements should be read in conjunction with the Company's annual consolidated financial statements as of December 31, 2012 and for the year then ended and accompanying notes ("annual consolidated financial statements").

In the consolidated statements for the nine-month period ended September 30, 2013, the Company incurred losses of NIS 19,580 thousand and it had negative cash flows from operating activities in the amount of NIS 20,775 thousand as well as accumulated losses from previous years. In addition, based on the decision of the Company's board of directors, the Company has undertaken to finance clinical development of its subsidiary, OphthaliX Inc. (or "OphthaliX"),until the latter raises capital. The Company has not yet generated any material revenues from sales of its own developed products and has financed its activities by raising capital and by collaborating with multinational companies in the industry. On February 5, 2013, and October 23, 2013 the Company raised a net total of NIS 23,920 and 20,138 thousand respectively (see Note 3f and 4a). Furthermore, the Company is continuing to finance its operating activities by raising capital and collaborating with multinational companies in the industry. The Company has other alternative plans for financing its ongoing activities, if necessary, such as improving the Company's flexibility in the patient recruitment rate of its clinical trials and/or the sale of assets. The Company's management and board of directors are of the opinion that these financial resources will be used for operating activities at least until mid-2015.

On November 17, 2013 the registration for trade in NYSE MKT was approved.

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation of the interim consolidated financial statements:

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

New standards, interpretations and amendments applied for the first time by the Company:

The accounting 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:

IFRS 10, "Consolidated Financial Statements":

IFRS 10 supersedes 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".

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

IAS 19 (Revised), "Employee Benefits":

In June 2011, 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.

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CAN-FITE BIOPHARMA LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

For the convenience of the reader, the reported NIS amounts as of September 30, 2013 have been translated into U.S. dollars at the representative rate of exchange on September 30, 2013 (U.S. $ 1 = NIS 3.537). The U.S. dollar amounts presented in these financial statements should not be construed as representing amounts that are receivable or payable in dollars or convertible into U.S. dollars, unless otherwise indicated. The U.S. dollar amounts were rounded to whole numbers for convenience.

NOTE 3:-

SIGNIFICANT EVENTS DURING THE REPORTING PERIOD

On January 27, 2013, the Petach-Tikva District Court approved the Company's request to extend the exercise period of all warrants (series 6) until September 1, 2013 according to the Company’s general meeting decision of January 10, 2013.

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.

On January 29, 2013, OphthaliX's board of directors approved the addendum to the Company’s 2012 option plan. On February 7, 2013, the addendum was approved by the Israeli Tax Authority and on March 8, 2013 the addendum came into effect and will be effective with respect to new grants under the Company’s 2012 option plan.

On February 4, 2013, the Company signed a revised agreement with the NIH for updating the milestone dates as follows:

For the Anti-cancer therapeutic indication:

Initiate FDA Phase I clinical trial or foreign equivalent by the end of the first quarter 2008.

Initiate FDA Phase I/II clinical trial or foreign equivalent by the end of the third quarter 2009.

Initiate FDA Phase II clinical efficacy trial or foreign equivalent by the end of 2013

Initiate FDA Phase III clinical trial or foreign equivalent by the end of the first quarter 2015.

Submit a New Drug Application (NDA) (or its equivalent) to the FDA (or its foreign equivalent) for the Licensed Product of Process by the end of second quarter 2017.

For the Arthritis therapeutic indication:

Initiate FDA Phase IIb clinical efficacy trials or foreign equivalent in rheumatoid arthritis by the end of second quarter of 2006.

Initiate FDA Phase III clinical trials or foreign equivalent by the end of 2013.

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CAN-FITE BIOPHARMA LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3:-

SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.)

Submit a New Drug Application (NDA) (or its equivalent) to the FDA (or its foreign equivalent) for the Licensed Product or Process by the end of 2016.

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

On February 5, 2013, the Company offered securities to the public according to a shelf proposal report which was published on the basis of a shelf prospectus which the Company had published on July 26, 2012. The securities were offered to the public in 6,927 units ("the units") at a minimum unit price of NIS 3,144 per unit. Each unit comprises 400 ordinary shares NIS 0.25 par value per share at NIS 7.86 per share, 5,000 warrants (series 10) and 5,000 warrants (series 11), both series of warrants for no additional consideration.

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, 2016.

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.

As part of the above mentioned capital raising, the Company's board of directors approved the grant of 1,682,000 warrants (series 10) exercisable into 67,280 ordinary shares, NIS 0.25 par value per share, of the Company to the Company's external advisors. The grant was included in the issuance expenses of the Company in connection with a certain capital raising round, as discussed in note d. above. The exercise price of the warrants (series 10) is NIS 0.394 per warrant. The warrants (series 10) expire on October 31, 2015, inclusive. Assuming full exercise of all the options, they will represent approximately 0.47% of the issued and outstanding share capital of the Company and approximately 0.34% of the share capital of the Company on a fully-diluted basis. The total value of the consideration to be received by the Company upon exercise of the warrants (series 10) is approximately NIS 125 thousand.

On February 5, 2013, 6,040,332 unlisted options were exercised into 241,613 shares NIS 0.25 par value per share, of the Company by an interested party in the Company for consideration of approximately NIS 61 thousand.

On March 5, 2013, 143,187 unlisted options were exercised into 5,727 shares, NIS 0.25 par value per share, of the Company by an external advisor of the Company. The exercise proceeds are immaterial.

On March 24, 2013, 2,472,107 unlisted options were exercised into 98,884 shares, NIS 0.25 par value per share, of the Company by a director of the Company for consideration of approximately NIS 25 thousand.

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CAN-FITE BIOPHARMA LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3:-

SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.)

On February 28, 2013, OphthaliX’s board of directors approved the appointment of the OphthaliX’s new CEO, who had been appointed by such board of directors in a meeting held on December 12, 2012.

Because OphthaliX’s new CEO also acts as the Company's Chief Business Development Officer, his salary related expenses will be equally allocated between the Company and OphthaliX. The new CEO's appointment is effective from March 1, 2013.

On March 21, 2013, the Company's board of directors approved a grant of 740,000 unlisted options which are exercisable into 29,600 shares, NIS 0.25 par value per share, of the Company to two employees of the Company, three senior officers and three advisors. The exercise price of the options is NIS 0.326 per option. The options vest each quarter over a period of 48 months from the date of grant. According to the binomial model, the economic value of the options on the date when the Company's board of directors approved the grant was NIS 0.148 per option and a total of NIS 141 thousand for all options, which is based on the following inputs: the closing price of the Company's shares of NIS 0.326, ranges of risk-free interest of 1.64%-6.86%, life of the options of 10 years, annual volatility range of 57.58%-72.10%, annual employee turnover of 5%, early exercise factor of 2-2.5 and distribution of annual dividend of 0%.

Assuming full exercise of all the options, they will represent approximately 0.21% of the issued and outstanding share capital and about 0.15% of the share capital on a fully-diluted basis. The general manager of the Tel Aviv Stock Exchange (“TASE”) approved the listing of the shares issuable upon the exercise of the options for trading on May 6, 2013.

On May 2, 2013, the annual general meeting of the Company's shareholders was convened and accepted the following decisions:

The grant of 250,000 unlisted options which are exercisable into 10,000 ordinary shares, NIS 0.25 par value per share, of the Company to one of the Company's directors. The exercise price of the options is NIS 0.6 per option. According to the binomial model, the economic value of the options on the date when the Company's board of directors accepted the decision was NIS 0.148 per option and a total of NIS 36 thousand for all options, which is based on the following inputs: the closing price of the Company's shares of NIS 0.326, ranges of risk-free interest of 1.64%-6.86%, life of the options of 10 years, annual volatility range of 57.58%-72.10%, annual employee turnover of 5%, early exercise factor of 2.5 and distribution of annual dividend of 0%.

Assuming full exercise of all the options, they will represent approximately 0.07% of the issued and outstanding share capital and about 0.05% of the share capital on a fully- diluted basis. The director was entitled to exercise half of such options immediately upon the date of the grant and the other half of the options become exercisable in equal amounts every quarter over a period of two years. On May 6, 2013, the general manager of the TASE approved the listing of the shares issuable upon the exercise of the options for trading.

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CAN-FITE BIOPHARMA LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3:-

SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.)

The Company's authorized capital was increased by NIS 5,000,000 par value of ordinary shares, NIS 0.01 par value per share, such that the Company's authorized capital was 10,000,000 divided into 1,000,000,000 ordinary shares, NIS 0.01 par value per share. The Company's authorized share capital and the issued and outstanding share capital were consolidated at the ratio of 1:25. The Company's authorized share capital after the consolidation is NIS 10 million divided into 40 million ordinary shares, NIS 0.25 par value per share.

The effective date of the consolidation was May 10, 2013. The first trading day on which the consolidation actually took effect was May 12, 2013.

According to the terms of the warrants (series 6 through series 11) and according to the terms of the Company's unlisted options issued in private placements to directors, employees, advisors and officers pursuant to the option plan, which the Company adopted on September 30, 2003, the number of shares deriving from the exercise of any warrant will be proportionately adjusted to account for the capital consolidation such that each warrant may be exercised into 0.04 of one consolidated ordinary share of the Company, NIS 0.25 par value per share. The exercise price of each warrant will not change. However, the exercise price paid per one ordinary share will be the exercise price of each warrant multiplied by 25.

On May 12, 2013 the total number of the Company’s ordinary shares held by OphthaliX was decreased due to a capital consolidation (see note 3i2), from 17,158,132 ordinary shares, NIS 0.01 par value per share to 714,922 ordinary shares, NIS 0.25 par value per share.

On May 20, 2013, one of the advisors informed the Company that he waived the 80,000 unlisted options which were awarded to him on March 21, 2013 (see note 3i1). Accordingly an expense in the sum of NIS 23 thousands was recorded.

On May 29, 2013, the board of directors of OphthaliX approved the grant of 58,750 options to purchase 58,750 shares of its common stock to one of its officers. The total value of the benefit was approximately NIS 92 thousand.

On June 17, 2013, OphthaliX sold 268,095 ordinary shares, NIS 0.25 par value per share, of the Company to a third party for aggregate consideration of NIS 1,838 thousand. After such sale, OphthaliX owns 446,827 ordinary shares of the Company, which represents 3.13% of the Company's issued and outstanding share capital.

On June 23, 2013, 6,000 warrants (series 8) were exercised to purchase 240 ordinary shares, NIS 0.25 par value per share, of the Company for total consideration of approximately NIS 3.6 thousand.

On June 24, 2013, the Petach-Tikva District Court approved the Company's request to extend the exercise period of all warrants (series 8) until December 31, 2013, and the increase of the cash exercise price of each warrant from NIS 0.55 per warrant to NIS 0.75 per warrant (before the Company’s capital consolidation – see note 3i2).

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CAN-FITE BIOPHARMA LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3:-

SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.)

On July 1, 2013, the board of directors of OphthaliX approved the grant of 235,000 options to one of its directors. The total value of the benefit was approximately NIS 468 thousand.

On July 2, 2013, OphthaliX publicly filed a registration statement on Form S-1 with the SEC with respect to a potential underwritten primary public offering of its common stock.

On July 18, 2013, 15,348 unlisted options were exercised into 613 ordinary shares of the Company, NIS 0.25 par value per share, by a director of the Company. The exercise proceeds are immaterial.

On August 1, 2013 and August 4, 2013, a general meeting of the shareholders and the holders of warrants (series 10 and series 11) assembly, respectively, approved a settlement according to which the exercise price of such warrants (series 10 and series 11) will no longer be linked to the Israeli consumer price index. On August 20, 2013, the District Court in Lod, Israel approved such settlement. The settlement changes the classification of the warrants (series 10 and series 11) from liabilities to equity instruments, thereby increasing the Company’s shareholders’ equity, which in turn may be needed to meet certain listing standards of certain U.S. national securities exchanges.

On August 4, 2013, 2,000,000 unlisted options exercisable for 80,000 ordinary shares of the Company expired.

NOTE 4:-

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

On October 23, 2013, the Company offered securities to the public according to a shelf proposal report which was published on the basis of a shelf prospectus which the Company had published on July 26, 2012. The securities were offered to the public in 3,600 units ("the units") at the minimum unit price of NIS 5,000 thousand per unit. Each unit comprises 500 ordinary shares at NIS 10 per share and 375 warrants (series 12) for no additional consideration.

Every warrant (series 12) is exercisable into one ordinary share, NIS 0.25 par value per share, of the Company for NIS 15, not linked to the Israeli consumer price index. The warrants are exercisable until October 22, 2016.

Due to an oversubscription 3,675 units were purchased at a price of NIS 5,800 per unit for total proceeds of NIS 20,138 thousands (net of issuance expenses of approximately NIS 1,177 thousands). The issuance proceeds were received on October 23, 2013. Until the use of issuance proceeds, the case from the issuance proceeds is held in the Company's accounts and will be invested by it in accordance with the Company's investment policy as it in place from time to time, provided that every aforesaid investment will be secure investments, including and without derogating from the generality of the aforesaid, a shekel interest bearing deposit account or foreign currency interest bearing deposit account.

The shares included in the units were listed for trading on October 23, 2013.

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CAN-FITE BIOPHARMA LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4:-

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD (Cont.)

On October 22, 2013, the Company's board of directors approved the grant of 91,875 warrants (series 12) exercisable into 91,875 ordinary shares, NIS 0.25 par value per share, of the Company to certain of the Company's external advisors. The grant was included in the issuance expenses of the Company in connection with a capital raising round, as discussed in note 4(a) above. The exercise price of the options is NIS 15.29 per option and the options are not linked to the Israeli Consumer Price Index. The warrants (series 12) expire on October 22, 2016, inclusive. Assuming full exercise of all the warrants (series 12), they will represent approximately 0.57% of the issued and outstanding share capital of the Company and approximately 0.40% of the share capital of the Company on a fully-diluted basis. The total value of the consideration to be received by the Company upon exercise of the warrants (series 12) is approximately NIS 159 thousand.

According to an agreement with IRTH Communications LLC, or IRTH, dated July 17, 2013, with respect to public relations and investor relations services, the Company must pay IRTH an immaterial amount for such services. Such payment consists of cash and the sale of ordinary shares of the Company equal to an aggregate value of approximately $100,000. On November 4, 2013, in connection with the foregoing, the Company’s board of directors approved the private placement of 34,536 ordinary shares, NIS 0.25 par value per share, of the Company which represents approximately 0.15% of the share capital of the company on a fully-diluted basis. Upon issuance, the proceeds of such private placement to IRTH will be approximately $100,000, which represent a price of $2.90, or NIS 10.23, per ordinary share. Such price per share is equal to the closing price per share of the Company's ordinary shares on the TASE on November 3, 2013.

The shares were listed for trading on the TASE on November 13, 2013.

On November 7, 2013 the Company filed an application with the District Court in Petach-Tikva, Israel to approve the extension of all warrants (series 7) until March 31, 2014. On November 10, 2013, the District Court in Petach-Tikva, Israel approved the extension of the exercise period of all warrants (series 7) until November 30, 2013. On November 19, 2013, the District Court in Petach-Tikva, Israel approved an additional extension of the exercise period of all warrants (series 7) until January 31, 2014. On November 20, 2013, the District Court in Petach-Tikva, Israel approved the convening of a general meeting of the Company's shareholders and a meeting of the holders of warrants (Series 7) of the Company to approve the extension of the exercise period of the warrants (Series 7) until March 31, 2014. The meetings will convene on December 15, 2013.

On November 17, 2013, the NSYE MKT LLC approved the listing of the Company’s American Depositary Receipts for trading on the NYSE MKT. Such trading commenced on November 19, 2013.

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