UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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 of the Issuer. CUSIP number 13471N102 has been assigned to the American Depositary Shares of the Issuer, which are quoted on The NYSE MKT under the symbol “CANF.” Each such American Depositary Share represents two (2) ordinary shares of the Issuer.

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.          13471N102         

  
CUSIP No.          13471N102         

   
CUSIP No.          13471N102         

Item 1.

Can-Fite BioPharma Ltd. (the “Issuer”)

10 Bareket Street

Kiryat Matalon, P.O. Box 7537

Petach-Tikva 4951778, Israel

Item 2.

This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.

The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

Ordinary shares, NIS 0.25 par value per share, of the Issuer (the “Ordinary Shares”). All Ordinary Shares reported herein as being held or beneficially owned by the Reporting Persons are represented by American Depositary Shares of the Issuer (the “ADSs”), which are quoted on The NYSE MKT under the symbol “CANF.” Each ADS represents two (2) Ordinary Shares.

There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 13471N102 has been assigned to the ADSs.

Not applicable.

(a) and (b):

(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on April 2, 2019 (the “SPA”) (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on April 4, 2019), each of the Reporting Persons may have been deemed to have beneficial ownership of 4,980,625 Ordinary Shares, which consisted of (i) 4,923,078 Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 57,547 Ordinary Shares issuable upon an exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“Intracoastal Warrant 1”), and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 9.99% of the Ordinary Shares, based on (1) 44,875,482 Ordinary Shares outstanding as of March 31, 2019 as reported by the Issuer, plus (2) 4,923,078 Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 57,547 Ordinary Shares issuable upon an exercise of Intracoastal Warrant 1. The foregoing excludes (I) 4,865,531 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Ordinary Shares, (II) 363,816 Ordinary Shares issuable upon exercise of a warrant held by Intercoastal (“Intercoastal Warrant 2”) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares, (III) 500,000 Ordinary Shares issuable upon exercise of a second warrant held by Intercoastal (“Intercoastal Warrant 3”) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares, (IV) 898,878 Ordinary Shares issuable upon exercise of a third warrant held by Intercoastal (“Intercoastal Warrant 4”) because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares, and (V) 850,574 Ordinary Shares issuable upon exercise of a fourth warrant held by Intercoastal (“Intercoastal Warrant 5”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 12,459,424 Ordinary Shares.

(ii) As of the close of business on April 11, 2019, each of the Reporting Persons may have been deemed to have beneficial ownership of 5,591,058 Ordinary Shares, which consisted of (i) 4,346,141 Ordinary Shares held by Intracoastal and (ii) 1,244,917 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, and all such Ordinary Shares represented beneficial ownership of approximately 9.99% of the Ordinary Shares, based on (1) 44,875,482 Ordinary Shares outstanding as of March 31, 2019 as reported by the Issuer, plus (2) 9,846,156 Ordinary Shares in the aggregate issued at the closing of the transaction contemplated by the SPA, and (3) 1,244,917 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 3,678,161 Ordinary Shares issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Ordinary Shares, (II) 363,816 Ordinary Shares issuable upon exercise of Intercoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares, (III) 500,000 Ordinary Shares issuable upon exercise of Intercoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares, (IV) 898,878 Ordinary Shares issuable upon exercise of Intercoastal Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares, and (V) 850,574 Ordinary Shares issuable upon exercise of Intercoastal Warrant 5 because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 11,882,487 Ordinary Shares.

(iii)

(c) Number of shares as to which each Reporting Person has:

(1) Sole power to vote or to direct the vote:         0        .

(2) Shared power to vote or to direct the vote:         5,591,058        .

(3) Sole power to dispose or to direct the disposition of         0        .

(4) Shared power to dispose or to direct the disposition of         5,271,003        .

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §240.14a-11.

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: April 11, 2019

Exhibit 1

JOINT FILING AGREEMENT

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 may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. 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 herein and 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.

Date: April 11, 2019

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