July 3, 2019

The Schedule 13D filed on May 30, 2019 (the “Original Schedule 13D”) by Capital Point Ltd. (“Capital Point”) related to American Depositary Shares, each of which represents thirty (30) ordinary shares, par value NIS 0.25 per share (the “Ordinary Shares”), of Can-Fite BioPharma Ltd. (the “Issuer”), as amended on June 6, 2019 and June 14, 2019, is hereby amended as set forth below by this Amendment No. 3.

 

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.

 

   On June 27, 2019, Capital Point purchased 29,100 ADSs (representing 873,000 Ordinary Shares) at a weighted average price of $2.9711 per ADS.³  The total amount of funds for such purchases was approximately $86,458.

 

   Proceeds from the sale of other investments were used to purchase the Ordinary Shares as reported in the Original Schedule 13D and in Amendment No. 1 to Schedule 13D filed on June 6, 2019, and as described herein, and all such Ordinary Shares were acquired in ordinary brokerage transactions effected on the open market.

 

Item 4          Purpose of Transaction

 

 

On June 30, 2019, a hearing was held in the District Court of Tel Aviv. At the end of the hearing, the Court ruled that the Issuer must convene a special general meeting of shareholders, but the Court did not prohibit the Issuer from making changes in its capital structure prior to the record date of such meeting.

 

Following a motion by the Issuer to delay execution of the Court ruling for 15 days to permit the filing of an appeal with the Israeli Supreme Court, on July 3, 2019 the District Court of Tel Aviv ruled that the execution of the Court ruling be delayed for 10 days. In addition, the Court required that notice be provided to the Issuer’s shareholders should the Issuer raise additional capital during this period, and that Issuer’s shareholders be permitted to participate in such capital raising according to their percentage holdings of the Issuer's shares.

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On July 9, 2019, the Israeli Supreme Court issued a temporary injunction delaying execution of the June 30, 2019 decision of the District Court of Tel Aviv until a decision is made by the Supreme Court in the matter. Capital Point has 21 days to respond.

In a related lawsuit, on June 18, 2019, the Issuer filed a lawsuit against Capital Point in the Central District Court of Lod alleging that Capital Point engaged in improper conduct in its attempt to exert control over the Issuer by, among other claims, unlawfully requesting that the Issuer convene a special general meeting of shareholders to replace certain of its directors, and seeking damages of NIS 40 million (approximately $11.1 million). Capital Point intends to vigorously defend itself in this matter.

During the course of the litigation described above, Capital Point sent additional letters to the Issuer on June 20, 2019, June 30, 2019 and July 1, 2019 (the “Letters”).  Among other provisions, the Letters (i) reiterate Capital Point’s demand that until a special meeting has been convened as requested the Issuer refrain from any action which could affect the Issuer’s capital structure, whether as a result of either raising capital or engaging in a transaction with assets of the Issuer in which shares of the Issuer would be issued to a third party in consideration for such assets, (ii) notify the Issuer of Capital Point’s intention to participate in any future capital raising of any type or kind that the Issuer intends to conduct, and (iii) demand that Capital Point be notified by the Issuer in advance and as soon as possible of any capital raising to enable such participation.

A copy of each the Letters translated from Hebrew is filed herewith as Exhibits 99.2, 99.3 and 99.4, respectively, and incorporated herein by reference. The description of the Letters contained in this amended statement on Schedule 13D is qualified in its entirety by reference to Exhibits 99.2, 99.3 and 99.4 hereto.

 

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 June 27, 2019, based on the number of outstanding Ordinary Shares reported in the Form F-1.

 

(a), (b) As of the date hereof, Capital Point beneficially owns, and has voting and dispositive power over, 12,844,020 Ordinary Shares representing approximately 12.88% 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.

 

Item 7          Materials to Be Filed as Exhibits

 

   Item 7 of Schedule 13D is hereby amended and restated as follows:

 

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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: July 10, 2019

	CAPITAL POINT LTD.
	/s/ Shay Itshak Lior
	By:  Shay Itshak Lior
	Title: co-Chief Executive Officer
	/s/ Yossi Tamar
	By:  Yossi Tamar
	Title: co-Chief Executive Officer