Washington, D.C. 20549
Can-Fite BioPharma Ltd.
Ori Zanco, Adv.
c/o Capital Point, Ltd.
One Azrieli Center, Tel Aviv,
Perry, Wildes, Adv.
Gross, Kleinhendler, Hodak, Halevy,
Greenberg, Shenhav & Co.
One Azrieli Center, Tel Aviv,
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
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This percentage is based on an aggregate of 99,721,638 Ordinary Shares issued and outstanding on May 22, 2019, based on the number of outstanding Ordinary Shares reported in the Issuer’s Rule 424(b)(5) prospectus filed with the Securities and Exchange Commission (“SEC”) on May 22, 2019 (the “Prospectus”) and taking into account the Ordinary Shares issued pursuant to the Prospectus.
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Item 3 Source and Amount of Funds or Other Considerations
Item 3 of Schedule 13D is hereby amended and restated as follows:
On May 21, 2019, Capital Point purchased 293,961 ADSs (representing 8,818,830 Ordinary Shares) at a weighted average price of $3.47 per ADS; on May 22, 2019, Capital Point purchased 30,000 ADSs (representing 900,000 Ordinary Shares) at a weighted average price of $3.18 per ADS; and on May 28, 2019, Capital Point purchased 21,120 ADSs (representing 633,600 Ordinary Shares) at a weighted average price of $2.99 per ADS.1 The total amount of funds for such purchases was approximately $1,178,593.
On May 29, 2019, Capital Point purchased 12,476 ADSs (representing 374,280 Ordinary Shares) at a weighted average price of $2.74 per ADS; on May 30, 2019, Capital Point purchased 5,567 ADSs (representing 167,010 Ordinary Shares) at a weighted average price of $2.91 per ADS; on May 31, 2019, Capital Point purchased 10,317 ADSs (representing 309,510 Ordinary Shares) at a weighted average price of $3.07 per ADS; on June 3, 2019, Capital Point purchased 2,765 ADSs (representing 82,950 Ordinary Shares) at a weighted average price of $2.99 per ADS; on June 4, 2019, Capital Point purchased 8,371 ADSs (representing 251,130 Ordinary Shares) at a weighted average price of $3.02 per ADS; and on June 5, 2019, Capital Point purchased 14,457 ADSs (representing 433,710 Ordinary Shares) at a weighted average price of $3.20 per ADS.2 The total amount of funds for such purchases was approximately $161,868.
Proceeds from the sale of other investments were used to purchase the Ordinary Shares as reported in the Original Schedule 13D and as described herein, and all such Ordinary Shares were acquired in ordinary brokerage transactions effected on the open market.
Item 5 Interest in Securities of the Issuer
Item 5 of Schedule 13D is hereby amended and restated as follows:
The percentages below are based an aggregate of 99,721,638 Ordinary Shares issued and outstanding on May 22, 2019, based on the number of outstanding Ordinary Shares reported in the Prospectus and taking into account the Ordinary Shares issued pursuant to the Prospectus.
(a), (b) As of the date hereof, Capital Point beneficially owns, and has voting and dispositive power over, 11,971,020 Ordinary Shares representing approximately 12.00% of the Ordinary Shares outstanding. Information provided to Capital Point indicates that the persons named in Annex A to the Original Schedule 13D do not beneficially own any Ordinary Shares.
(c) Neither Capital Point, nor to the best of knowledge of Capital Point, any of the persons named in Annex A to the Original Schedule 13D, have effected any transactions in the Ordinary Shares in the past 60 days, except as set forth herein and in the Original Schedule 13D.
(d) Not applicable.
(e) Not applicable.
1 On May 21, 2019, prices ranged from $3.11 to $3.74 per ADS; on May 22, 2019, prices ranged from $3.08 to $3.45 per ADS; and on May 28, 2019, prices ranged from $2.86 to $3.08 per ADS. Capital Point undertakes to provide, upon the request of the Staff of the SEC, full information regarding the number of shares purchased at each separate price.
2 On May 29, 2019, prices ranged from $2.66 to $2.85 per ADS; on May 30, 2019, prices ranged from $2.75 to $3.15 per ADS; on May 31, 2019, prices ranged from $2.92 to $3.20 per ADS; on June 3, 2019, prices ranged from $2.83 to $3.14 per ADS; on June 4, 2019, prices ranged from $2.94 to $3.12 per ADS; and on June 5, 2019, prices ranged from $3.07 to $3.35 per ADS. Capital Point undertakes to provide, upon the request of the Staff of the SEC, full information regarding the number of shares purchased at each separate price.
Item 7 Materials to Be Filed as Exhibits
Item 7 of Schedule 13D is hereby amended and restated as follows:
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 06, 2019
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CAPITAL POINT LTD.
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/s/ Yossi Tamar
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By: Yossi Tamar |
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Title: co-Chief Executive Officer |
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/s/ Arie Weber* |
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By: Arie Weber* |
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Title: Director
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* Evidence of signature authority attached hereto as Exhibit 24.1