0001178913-19-001682.txt : 20190606 0001178913-19-001682.hdr.sgml : 20190606 20190606103222 ACCESSION NUMBER: 0001178913-19-001682 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190606 DATE AS OF CHANGE: 20190606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Can-Fite BioPharma Ltd. CENTRAL INDEX KEY: 0001536196 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87987 FILM NUMBER: 19881723 BUSINESS ADDRESS: STREET 1: 10 BAREKET STREET, KIRYAT MATALON STREET 2: P.O. BOX 7537 CITY: PETACH TIKVA STATE: L3 ZIP: 4951778 BUSINESS PHONE: 972 39241114 MAIL ADDRESS: STREET 1: 10 BAREKET STREET, KIRYAT MATALON STREET 2: P.O. BOX 7537 CITY: PETACH TIKVA STATE: L3 ZIP: 4951778 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Capital Point Ltd. CENTRAL INDEX KEY: 0001634113 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AZRIELI CENTER, ROUND TOWER 22ND FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67021 BUSINESS PHONE: 972-3-607-0320 MAIL ADDRESS: STREET 1: AZRIELI CENTER, ROUND TOWER 22ND FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67021 SC 13D/A 1 zk1923184.htm SC 13D/A
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)
 
Can-Fite BioPharma Ltd.
(Name of Issuer)

Ordinary shares, par value NIS 0.25 per share
American depositary shares, each of which represents thirty (30) ordinary shares, par value NIS 0.25 per share
(Title of Class of Securities)

13471N201
(CUSIP Number)

Ori Zanco, Adv.
c/o Capital Point, Ltd.
 One Azrieli Center, Tel Aviv,
Israel 6701101
+972-(3)-607-0322

with copies to:

Perry, Wildes, Adv.
 Gross, Kleinhendler, Hodak, Halevy,
 Greenberg, Shenhav & Co.
 One Azrieli Center, Tel Aviv,
Israel 6701101
+972-(3)-607-4444
 
(Name, Address and Telephone Number of Person Authorized to Receive
 Notices and Communications)

June 4, 2019
(Date of Event which Requires Filing of this Statement)
 
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.   ☐
 
 
CUSIP No. 13471N201          
 Page 2 of 5
 
1
NAME OF REPORTING PERSON.
 
Capital Point Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐
(b) ☐
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)

 WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
☐
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
11,971,020
8
SHARED VOTING POWER
 
-
9
SOLE DISPOSITIVE POWER
 
11,971,020
10
SHARED DISPOSITIVE POWER
 
 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,971,020
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
 
12.00% (*)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
(*)
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.
 
2
 
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”), is hereby amended as set forth below by this Amendment No. 1.
 
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.
 
3
 
Item 7          Materials to Be Filed as Exhibits
 
Item 7 of Schedule 13D is hereby amended and restated as follows:
 
 
Exhibit
Description
 
 
 
 
 
 
4
 
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
 
 
CAPITAL POINT LTD.
 
 
 
/s/ Yossi Tamar
  By: Yossi Tamar
  Title: co-Chief Executive Officer
   
  /s/ Arie Weber*
  By: Arie Weber*
 
Title: Director
 
* Evidence of signature authority attached hereto as Exhibit 24.1
 
5
EX-24.1 2 exhibit_24-1.htm EXHIBIT 24.1
 
Exhibit 24.1

Capital Point

September 9, 2018

Re: Approval of Signatory Rights
 
I, the legal advisor of Capital Point Ltd. ("the Company"), hereby confirms that pursuant to the resolution of the Company's Board of Directors dated April 9, 2018, the signatory rights of the Company are as follows:
1.
* * *
2.
* * *
3.
The joint signature of two representatives from Group B together with the Company stamp or its printed name shall bind the Company in any matter.
4.
* * *
5.
* * *
6.
* * *
The list of groups is as follows:
 
Group A
Group B
Group C
Group D
 
* * *
 
 
* * *
 
Yossi Tamar
ID Number: * * *
 
Shay Itshak Lior
ID Number: * * *
 
Arie Weber
ID Number: * * *
 
* * *
 
 
* * *
 
* * *
 
* * *
 
* * *
 
 
* * *
 
* * *
 
7.
The aforesaid decision of the board of directors was duly accepted.
 
 Sincerely,
 
 
 
/s/ Ori Zanco
  Ori Zanco, Adv.
  Legal Advisor
  Capital Point Ltd.