SecProbe.io

CORRESP
 1
 filename1.htm

 July 24, 2025

 VIA FACSIMILE AND EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 Washington, DC 20549

 Re: Can-Fite BioPharma
 Ltd.

 Registration Statement on Form S-1 (Registration
 No. 333-288890)

 Concurrence in Acceleration Request

 Ladies and Gentlemen:

 H.C. Wainwright & Co., LLC
(" Wainwright "), solely acting as placement agent on a best-efforts basis in an offering pursuant to the registration
statement on Form S-1 (333-288890) (the " Registration Statement "), hereby concurs in the request by Can-Fite BioPharma
Ltd. that the effective date of the above-referenced registration statement be accelerated to 9:00 A.M. Eastern Time on Monday, July 28,
2025, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its
obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

 Very truly yours,

 H.C. WAINWRIGHT & CO., LLC

 By:
 /s/ Edward D. Silvera

 Name:
 Edward D. Silvera

 Title:
 Chief Operating Officer

CORRESP
 1
 filename1.htm

 Can-Fite BioPharma Ltd.

 26 Ben Gurion Street

 Ramat Gan 5257346 Israel

 July 24, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 RE:
 Can-Fite BioPharma Ltd. (CIK 0001536196)

 Registration Statement No. 333-288890 on Form F-1 (the "Registration Statement")

 Ladies and Gentlemen:

 Can-Fite BioPharma Ltd. (the " Registrant ")
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the " Securities Act "), so that it may become effective on July 28, 2025 at 9:00 a.m., Eastern
Time, or as soon thereafter as is practicable.

 The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A., by calling
Gary Emmanuel at +1 212 801 9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

 Very truly yours,

 Can-Fite BioPharma LTD.

 By:
 /s/ Motti Farbstein

 Motti Farbstein
Chief Executive Officer and
Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 22, 2025

Motti Farbstein
Chief Executive Officer and Chief Financial Officer
Can-Fite BioPharma Ltd.
26 Ben Gurion St,
Ramat Gan 5257346 Israel

 Re: Can-Fite BioPharma Ltd.
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-36203
Dear Motti Farbstein:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 17, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Tracie Mariner

 Jenn Do

 Re:

 Can-Fite BioPharma Ltd.
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-36203

 Dear Ms. Mariner and Ms. Do:

 On behalf of Can-Fite BioPharma
Ltd. (the " Company "), we are writing to submit the Company's response to the comment of the staff (the " Staff ")
of the Division of Corporation Finance of the Securities and Exchange Commission (the " Commission ")
dated June 17, 2025, relating to the above referenced Annual Report on Form 20-F (File No. 001-36203) filed by the Company on April 14,
2025 (the " Form 20-F ").

 For ease of review, we have
set forth below the numbered comment of your letter and the Company's response thereto. Capitalized terms used herein but not defined
herein have the meanings given to such terms in the Form 20-F.

 Form 20-F for Fiscal Year Ended December 31, 2024

 Operating and Financial Review and Prospects

 Research and Development, page 97

 1. We note from your pipeline chart, on page
47, that Piclidenoson and Namodenoson are each in clinical development for two or more indications. In future filings, please provide
revised disclosure in your table of gross direct project costs to include, during each year presented, the costs incurred for each of
your main projects by indication. If you do not track your research and development costs by indication, disclose that fact, and explain
why not. Include draft disclosure with your response.

 Response : In response to the Staff's comment, the Company
confirms that, in future filings, it will provide revised disclosure in its table of gross direct project costs to include, during each
year presented, the costs incurred for each of its main projects by indication. A draft of the revised pipeline chart that the Company
plans to include in future filings is set forth below.

 ($ in thousands)

 [Interim Period to be

 Costs
Since

 Year Ended December 31,

 Included

 Project

 2022

 2023

 2024

 if Applicable]

 Inception

 Piclidenoson

 - Psoriasis

 2,354

 1,444

 550

 - Lowe syndrome

 -

 -

 -

 - Dogs osteoarthritis

 -

 -

 -

 - Pre clinical & API

 436

 27

 10

 2,790

 1,471

 560

 Namodenoson

 - Liver cancer

 1,274

 1,755

 1,990

 - Pancreatic cancer

 -

 -

 169

 - MASH

 827

 1,225

 1,230

 - Pre clinical & API

 1,282

 9

 -

 3,883

 2,989

 3,389

 CF602 (erectile dysfunction)

 6

 -

 -

 Other projects

 -

 -

 -

 Total gross direct project costs (1)

 6,179

 4,460

 3,949

 (1) Does not include indirect project
costs and overhead, such as payroll and related expenses (including stock-based compensation), facilities, depreciation and impairment
of intellectual property, which are included in total research and development expenses in our financial statements.

 Please contact me at +972
39241114 if you have any questions or require any additional information in connection with this letter or the Company's submission
of its Form 20-F.

 Sincerely,

 /s/ Motti Farbstein

 Chief Executive Officer and Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 July 15, 2025

Motti Farbstein
Chief Executive Officer
Can-Fite BioPharma Ltd.
26 Ben Gurion Street
Ramat Gan 5257346 Israel

 Re: Can-Fite BioPharma Ltd.
 Draft Registration Statement of Form F-1
 Submitted on July 9, 2025
 CIK No. 0001536196
Dear Motti Farbstein:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Gary Emmanuel, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 17, 2025

Motti Farbstein
Chief Executive Officer and Chief Financial Officer
Can-Fite BioPharma Ltd.
26 Ben Gurion St,
Ramat Gan 5257346 Israel

 Re: Can-Fite BioPharma Ltd.
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-36203
Dear Motti Farbstein:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended December 31, 2024
Operating and Financial Review and Prospects
Research and Development, page 97

1. We note from your pipeline chart, on page 47, that Piclidenoson and
Namodenoson
 are each in clinical development for two or more indications. In future
filings, please
 provide revised disclosure in your table of gross direct project costs
to include, during
 each year presented, the costs incurred for each of your main projects
by indication. If
 you do not track your research and development costs by indication,
disclose that fact,
 and explain why not. Include draft disclosure with your response.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Tracie Mariner at 202-551-3744 or Jenn Do at 202-551-3743
with any
questions.
 June 17, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
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Can-Fite BioPharma Ltd.

26 Ben Gurion Street

Ramat Gan 5257346 Israel

September 6, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Can-Fite BioPharma Ltd. (CIK 0001536196)

    Registration Statement No. 333-281872 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Can-Fite BioPharma Ltd. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective on
September 6, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A.,
by calling Gary Emmanuel at +1 212 801 9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for
acceleration.

    Very truly yours,

    Can-Fite BioPharma LTD.

    By:
    /s/ Motti Farbstein

    Motti Farbstein

Chief Executive Officer and

Chief Financial Officer

September 5, 2024
Motti Farbstein
Chief Executive Officer
Can-Fite BioPharma Ltd.
26 Ben Gurion Street
Ramat Gan 5257346 Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-1
Filed August 30, 2024
File No. 333-281872
Dear Motti Farbstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Gary Emmanuel, Esq.

CORRESP
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Can-Fite BioPharma Ltd.

26 Ben Gurion Street

Ramat Gan 5257346 Israel

January 3, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Can-Fite BioPharma Ltd. (CIK 0001536196)

    Registration Statement No. 333-276000 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Can-Fite BioPharma Ltd. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective on
January 5, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A.,
by calling Gary Emmanuel at +1 212 801 9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for
acceleration.

    Very truly yours,

    Can-Fite BioPharma LTD.

    By:
    /s/ Motti Farbstein

    Motti Farbstein

Chief Executive Officer and

 Chief Financial Officer

CORRESP
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filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket Street

Kiryat Matalon, P.O. Box 7537

Petach-Tikva 4951778, Israe

September 11, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Can-Fite BioPharma Ltd. (CIK 000 1536196)

    Registration Statement No. 333-274316 on Form F-3 (the “Registration Statement”)

Ladies and Gentlemen:

Can-Fite BioPharma Ltd. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may become effective on
September 12, 2023 at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, Greenberg Traurig, P.A.,
by calling Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

    Very truly yours,

    Can-Fite BioPharma LTD.

    By:
    /s/ Motti Farbstein

    Motti Farbstein

    Chief Executive Officer and Chief Financial Officer

United States securities and exchange commission logo
September 8, 2023
Motti Farbstein
Chief Financial Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon, P.O. Box 7537
Petach-Tikva 4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-3
Filed September 1, 2023
File No. 333-274316
Dear Motti Farbstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jimmy McNamara at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel

CORRESP
1
filename1.htm

Can-Fite
BioPharma Ltd.

10
Bareket Street

Kiryat
Matalon, P.O. Box 7537

Petach-Tikva
4951778, Israel

February
8, 2023

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

    Registration
    Statement on Form F-1

    File
    No. 333-269485

VIA
EDGAR

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Company”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form F-1 (File No. 333-269485) of the Company (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:30 p.m., Eastern Time,
on February 10, 2023 or as soon thereafter as may be practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
Greenberg Traurig, P.A., by calling Gary Emmanuel at (212) 801-9337. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

    Very truly yours,

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name:
    Pnina Fishman, Ph.D.

    Title:
    Chief Executive Officer

cc:
Gary Emmanuel (Greenberg Traurig, P.A.)

United States securities and exchange commission logo
February 6, 2023
Pnina Fishman, Ph.D.
Chief Executive Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon
P.O. Box 7537
Petach-Tikva
4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-1
Filed January 31, 2023
File No. 333-269485
Dear Pnina Fishman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary M. Emmanuel

United States securities and exchange commission logo
January 13, 2022
Motti Farbstein
Chief Operating and Financial Officer
Can-Fite BioPharma Ltd.
10 Bareket Street,
Kiryat Matalon,
P.O. Box 7537,
Petach-Tikva
4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-3
Filed January 7, 2022
File No. 333-262055
Dear Mr. Farbstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket Street

Kiryat Matalon, P.O.
Box 7537

Petach-Tikva 4951778,
Israel

January 13, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

    Registration Statement on Form F-3

    File No. 333-262055

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Company”) hereby respectfully requests that the effectiveness
of the Registration Statement on Form F-3 (File No. 333-262055) of the Company (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective at 4:00 p.m., Eastern Time, on January 14, 2022 or as soon thereafter
as may be practicable.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

    Very truly yours,

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name:
    Pnina Fishman, Ph.D.

    Title:
    Chief Executive Officer

    cc:

    Gary Emmanuel (McDermott Will & Emery LLP)

United States securities and exchange commission logo
September 1, 2021
Motti Farbstein
Chief Operating and Financial Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon
P.O. Box 7537
Petach-Tikva
4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-1
Filed August 26, 2021
File No. 333-259085
Dear Mr. Farbstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket Street

Kiryat Matalon, P.O.
Box 7537

Petach-Tikva 4951778,
Israel

September 1, 2021

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

    Registration Statement on Form F-1

    File No. 333-259085

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Company”) hereby respectfully requests that the effectiveness
of the Registration Statement on Form F-1 (File No. 333-259085) of the Company (the “Registration Statement”) be accelerated
so that the Company’s Registration Statement will become effective at 4:00 p.m., Eastern Time, on September 1, 2021 or as soon thereafter
as may be practicable.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

    Very truly yours,

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name: Pnina Fishman, Ph.D.

    Title: Chief Executive Officer

    cc:

    Gary Emmanuel (McDermott Will & Emery LLP)

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket
Street

Kiryat Matalon,
P.O. Box 7537

Petach-Tikva
4951778, Israel

October 7, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

        Registration Statement on Form F-3

        File No. 333-249063

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Registrant”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form F-3 (File No. 333-249063) of the Registrant (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will be declared effective at 4:00 p.m.,
Eastern Time, on October 9, 2020 or as soon thereafter as may be practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will
& Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

    Very truly yours,

    CAN-FITE BIOPHARMA
LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name:

        Title:

    Pnina Fishman, Ph.D.
Chief Executive Officer

cc:  Gary Emmanuel (McDermott Will & Emery LLP)

United States securities and exchange commission logo
October 2, 2020
Motti Farbstein
Chief Financial Officer
Can-Fite BioPharma Ltd.
Kiryat Matalon, P.O. Box 7537
Petach-Tikva 4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-3
Filed September 25, 2020
File No. 333-249063
Dear Mr. Farbstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard Bass, Esq.

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket
Street

Kiryat Matalon,
P.O. Box 7537

Petach-Tikva
4951778, Israel

July 22, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

        Registration Statement on Form F-1

        File No. 333-239804

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Company”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form F-1 (File No. 333-239804) of the Company (the “Registration
Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 p.m., Eastern
Time, on July 24, 2020 or as soon thereafter as may be practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will
& Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

    Very truly yours,

    CAN-FITE BIOPHARMA
LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name: Pnina Fishman, Ph.D.

    Title: Chief Executive Officer

cc: Gary Emmanuel (McDermott Will & Emery LLP)

United States securities and exchange commission logo
July 17, 2020
Motti Farbstein
Chief Financial Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon
P.O. Box 7537
Petach-Tikva
4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-1
Filed July 10, 2020
File No. 333-239804
Dear Mr. Farbstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Crotty at (202) 551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel

April 6, 2020
Motti Farbstein
Chief Operating and Financial Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon
P.O. Box 7537
Petach-Tikva
4951778, Israel
Re:Can-Fite BioPharma Ltd.
Post-Effective Amendment to Registration Statement on Form F-1
Filed March 27, 2020
File No. 333-236064
Dear Mr. Farbstein:
            We have reviewed your post-effective amendment and have the following comments.  In
our comments, we ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by withdrawing your registration statement or providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe a withdrawal is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement or any information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment to Registration Statement on Form F-1
Cover Page
1.We note that in your explanatory note that you state that the purpose of your post-effective
amendment is, in part, to register certain ordinary shares represented by ADSs issuable
upon the exercise of certain Warrants and Placement Agent Warrants that were issued as
part of a registered offering on Form F-1 (Registration No. 333-236064) that was declared
effective on February 10, 2020.  The ordinary shares you reference in your explanatory
note appear to have been previously registered on your prior registration statement.  It is
thus unclear why you have filed your post-effective amendment for this purpose.  Please
withdraw your post-effective amendment or provide us with an analysis of the necessity of

 FirstName LastNameMotti Farbstein
 Comapany NameCan-Fite BioPharma Ltd.
 April 6, 2020 Page 2
 FirstName LastName
Motti Farbstein
Can-Fite BioPharma Ltd.
April 6, 2020
Page 2
the amendment.
General
2.The aggregate market value of your common equity held by non-affiliates appears to be
below the minimum public float requirements of General Instruction I.B.1 of Form F-3.
As such, it appears you are not eligible to convert your registration statement from a Form
F-1 to a Form F-3.  Please withdraw your post-effective amendment or, alternatively,
provide us with an analysis of why you believe you are eligible to conduct your offering
on Form F-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Courtney Lindsay, Attorney-Adviser, at (202) 551-7237 or Celeste
Murphy, Legal Branch Chief, at (202) 551-3257 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket
Street

Kiryat Matalon,
P.O. Box 7537

Petach-Tikva
4951778, Israel

April 6, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

        Registration Statement on Form F-1

        File No. 333-237443

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Can-Fite BioPharma Ltd. (the “Company”) hereby respectfully requests that the effectiveness
of the Registration Statement on Form F-1 (File No. 333-237443) of the Company (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 9:00 a.m., Eastern Time, on April 7,
2020 or as soon thereafter as may be practicable.

The undersigned respectfully requests that it
be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request
for acceleration.

Very truly
yours,

CAN-FITE BIOPHARMA
LTD.

By: /s/ Pnina Fishman, Ph.D.

Name: Pnina Fishman, Ph.D.

Title: Chief Executive Officer

cc: Gary Emmanuel (McDermott Will & Emery LLP)

CORRESP
1
filename1.htm

mwe.com

April 6, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Courtney Lindsay

Re:  Can-Fite
                                         BioPharma Ltd.

    Post-Effective Amendment to Registration
                                         Statement on Form F-1

    Filed March 27, 2020

    File No. 333-236064

Dear Mr. Lindsay:

On behalf of Can-Fite
BioPharma Ltd. (the “Company”), we are writing to submit the Company’s responses to the comments of the staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
dated April 6, 2020, relating to the Company’s Post-Effective Amendment to Registration Statement on Form F-1 filed with
the Commission on March 27, 2020 (the “Post-Effective Amendment”).

The Company is concurrently
publicly filing via EDGAR its Amendment No. 2 to the Post-Effective Amendment (“Amendment No. 2”), which reflects the
Company’s responses to the comments received from the Staff and certain updated information.

For ease of review,
we have set forth below each of the numbered comments of your letter and the Company’s responses thereto.

Cover Page

 1. We note that in your explanatory note that you state that the purpose of your post-effective
amendment is, in part, to register certain ordinary shares represented by ADSs issuable upon the exercise of certain Warrants and
Placement Agent Warrants that were issued as part of a registered offering on Form F-1 (Registration No. 333-236064) that was declared
effective on February 10, 2020. The ordinary shares you reference in your explanatory note appear to have been previously registered
on your prior registration statement. It is thus unclear why you have filed your post-effective amendment for this purpose. Please
withdraw your post-effective amendment or provide us with an analysis of the necessity of the amendment.

Response:	In
response to the Staff’s comments, the Company filed the post-effective amendment in accordance with its undertaking to file
a post-effective amendment to include financial statements required by Item 8.A. of Form 20-F throughout a continuous offering.
The explanatory note in Amendment No. 2 has been revised accordingly.

General

    2.
    The aggregate
    market value of your common equity held by non-affiliates appears to be below the minimum public float requirements of General
    Instruction I.B.1 of Form F-3. As such, it appears you are not eligible to convert your registration statement from a Form
    F-1 to a Form F-3. Please withdraw your post-effective amendment or, alternatively, provide us with an analysis of why you
    believe you are eligible to conduct your offering on Form F-3.

Response:	In
response to the Staff’s comments, the Company believes it is eligible to convert the registration statement from
a Form F-1 to a Form F-3 in reliance upon General Instruction I.B.4 of Form F-3 which permits the registration of securities issuable
upon the exercise of outstanding transferable warrants issued by the issuer. Amendment No. 2 covers the ordinary shares represented
by American Depositary Shares issuable upon exercise of previously issued registered warrants that were issued as part of a public
offering.

Please contact me at 212-547-5541
if you have any questions or require any additional information in connection with this letter.

    Sincerely,

    /s/ Gary Emmanuel

    cc: Motti Farbstein, Chief Financial Officer

    340 Madison Avenue New York NY 10173-1922 Tel +1 212
547 5400 Fax +1 212 547 5444

US practice conducted
through McDermott Will & Emery LLP.

April 2, 2020
Motti Farbstein
Chief Operating and Financial Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon
P.O. Box 7537
Petach-Tikva
4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-1
Filed March 27, 2020
File No. 333-237443
Dear Mr. Farbstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

February
7, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

 Re: Can-Fite
BioPharma Ltd.

Registration
Statement on Form F-1 (File No. 333-236064)

Concurrence
in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs
in the request by Can-Fite BioPharma Ltd. that the effective date of the above-referenced registration statement be accelerated
to 9:00 a.m. (Eastern Time), or as soon as practicable thereafter, on February 10, 2020, pursuant to Rule 461 under the Securities
Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    H.C.
    WAINWRIGHT & CO., LLC

    By:
    /s/
    Edward D. Silvera

    Name:
    Edward
    D. Silvera

    Title:
    Chief Operating
    Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket
Street

Kiryat Matalon,
P.O. Box 7537

Petach-Tikva
4951778, Israel

February 7, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

        Withdrawal of Acceleration Request - Registration Statement on
        Form F-1

        File No. 333-236064

VIA EDGAR

Ladies and Gentlemen:

Can-Fite BioPharma Ltd. hereby withdraws its acceleration request letter dated February 4, 2020, which requested that the effective
date of the Registration Statement on Form F-1 referenced above be accelerated so that it would have become effective at 9:00 a.m.
on February 5, 2020 or as soon thereafter as may be practicable.

    Very truly yours,

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name: Pnina Fishman, Ph.D.

    Title:   Chief Executive Officer

    cc:
    Gary Emmanuel (McDermott Will & Emery LLP)

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket
Street

Kiryat Matalon,
P.O. Box 7537

Petach-Tikva
4951778, Israel

February 7, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

        Registration Statement on Form F-1

        File No. 333-236064

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Registrant”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form F-1 (File No. 333-236064) of the Registrant (the “Registration
Statement”) be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on February 10, 2020 or
as soon thereafter as may be practicable.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will&
Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

    Very truly yours,

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name: Pnina Fishman, Ph.D.

    Title:   Chief Executive Officer

    cc:
    Gary Emmanuel (McDermott Will & Emery LLP)

CORRESP
1
filename1.htm

February
4, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

 Re: Can-Fite
BioPharma Ltd.

Registration
Statement on Form F-1 (File No. 333-236064)

Concurrence
in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs
in the request by Can-Fite BioPharma Ltd. that the effective date of the above-referenced registration statement be accelerated
to 9:00 a.m. (Eastern Time), or as soon as practicable thereafter, on February 5, 2020, pursuant to Rule 461 under the Securities
Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    H.C.
    WAINWRIGHT & CO., LLC

    By:
    /s/
    Edward D. Silvera

    Name:
    Edward
    D. Silvera

    Title:
    Chief Operating
    Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket
Street

Kiryat
Matalon, P.O. Box 7537

Petach-Tikva
4951778, Israel

February 4, 2020

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

        Registration Statement on Form F-1

        File No. 333-236064

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Registrant”) hereby respectfully requests
that the effectiveness of the Registration Statement on Form F-1 (File No. 333-236064) of the Registrant (the “Registration
Statement”) be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on February 5, 2020 or
as soon thereafter as may be practicable.

The undersigned respectfully requests that it be notified of the effectiveness of the
Registration Statement by telephone call to our counsel, McDermott Will& Emery LLP, by calling Gary Emmanuel at (212) 547-5541.
The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

    Very truly yours,

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name: Pnina Fishman, Ph.D.

    Title:   Chief Executive Officer

    cc:
    Gary Emmanuel (McDermott Will & Emery LLP)

January 29, 2020
Pnina Fishman, Ph.D.
Chief Executive Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon
P.O. Box 7537
Petach-Tikva
4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-1
Filed January 24, 2020
File No. 333-236064
Dear Dr. Fishman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Gary Emmanuel, Esq.

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket
Street

Kiryat Matalon,
P.O. Box 7537

Petach-Tikva
4951778, Israel

October 18, 2019

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

        Registration Statement on Form F-1/A

        File No. 333-231209

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Can-Fite BioPharma Ltd. (the “Company”) hereby respectfully requests that the effectiveness
of the Registration Statement on Form F-1/A (File No. 333-231209) of the Company (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 4:30 p.m., Eastern Time, on October
18, 2019 or as soon thereafter as may be practicable.

The undersigned respectfully requests that it
be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request
for acceleration.

    Very truly
yours,

    CAN-FITE BIOPHARMA
LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name:

        Title:

    Pnina Fishman, Ph.D.
Chief Executive Officer

cc:  Gary Emmanuel (McDermott Will & Emery LLP)

May 10, 2019
Pnina Fishman
Chief Executive Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon
P.O. Box 7537
Petach-Tikva
4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-1
Filed May 3, 2019
File No. 333-231209
Dear Dr. Fishman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Gary Emmanuel, Esq. - McDermott Will & Emery LLP

CORRESP
1
filename1.htm

Can-Fite BioPharma Ltd.

10 Bareket
Street

Kiryat
Matalon, P.O. Box 7537

Petach-Tikva
4951778, Israel

March 20, 2019

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

        Registration Statement on Form F-1

        File No. 333-229719

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Registrant”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form F-1 (File No. 333-229719) of the Registrant (the “Registration
Statement”) be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on March 22, 2019 or as
soon thereafter as may be practicable.

The Registrant hereby
confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act
of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. The Registrant
hereby acknowledges that:

 ● should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

 ● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

 ● the Registrant may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The undersigned respectfully
requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will
& Emery LLP, by calling Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw
this request for acceleration.

Please also provide
a copy of the Commission’s order declaring the Registration Statement effective to Mr. Emmanuel via email to gemmanuel@mwe.com
or facsimile to (212) 547-5444 and via mail at 340 Madison Avenue, New York, NY 10173.

    Very truly yours,

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name: Pnina Fishman, Ph.D.

    Title: Chief Executive Officer

cc: Gary Emmanuel (McDermott Will & Emery LLP)

CORRESP
1
filename1.htm

CAN-FITE
BIOPHARMA LTD.

10
Bareket Street,

Kiryat
Matalon

PO
Box 7537

Petach
Tikva, 4951778

Israel

September 12, 2018

VIA
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Christine Westbrook

    Re:
    Can-Fite
    BioPharma Ltd.

    Registration
    Statement on Form F-1/A Filed August 31, 2018

    File
    No. 333-226696

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:00 p.m., Eastern Time, on September 13, 2018, or as soon thereafter as possible.

The
Company hereby acknowledges the following:

•  should
                                         the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                         pursuant to delegated authority, declare the Registration Statement effective, it does
                                         not foreclose the Commission from taking any action with respect to the Registration
                                         Statement;

•  the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the Registration Statement effective, does not relieve the Company from its full responsibility
                                         for the adequacy and accuracy of the disclosure in the Registration Statement; and

•  the
                                         Company may not assert staff comments and the declaration of effectiveness of this Registration
                                         Statement as a defense in any proceeding initiated by the Commission or any person under
                                         the federal securities laws of the United States.

    CAN-FITE
    BIOPHARMA LTD.

    By:
    /s/
    Pnina Fishman

    Name:
    Pnina Fishman

    Title:
    Chief Executive Officer

August 15, 2018
Pnina Fishman, Ph.D.
Chief Executive Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon, P.O. Box 7537
Petach-Tikva 4951778, Israel
Re:Can-Fite BioPharma Ltd.
Registration Statement on Form F-1
Filed August 8, 2018
File No. 333-226696
Dear Dr. Fishman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Gary Emmanuel, Esq.

CORRESP
1
filename1.htm

October
10, 2017

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington,
D.C. 20549

    Re:
    Can-Fite
    BioPharma Ltd.

    Registration Statement on Form F-3

    File No. 333-220644

VIA
EDGAR

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Registrant”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form F-3 (File No. 333-220644) of the Registrant (the “Registration
Statement”) be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on October 11, 2017 or as
soon thereafter as may be practicable.

The
Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.
The Registrant hereby acknowledges that:

 ● should
                                         the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                         pursuant to delegated authority, declare the Registration Statement effective, it does
                                         not foreclose the Commission from taking any action with respect to the Registration
                                         Statement;

 ● the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the Registration Statement effective, does not relieve the Registrant from its full responsibility
                                         for the adequacy and accuracy of the disclosure in the filing; and

 ● the
                                         Registrant may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to
our counsel, McDermott Will & Emery LLP, by calling
Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

Please
also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Emmanuel via email to gemmanuel@mwe.com
or facsimile to (212) 547-5444 and via mail at 340 Madison Avenue, New York, NY 10173.

    Very truly yours,

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman

    Name: Pnina Fishman, Ph.D.

    Title:   Chief Executive Officer

cc: Gary Emmanuel (McDermott Will & Emery LLP)

10
Bareket Street, Kiryat Matalon, P.O. Box 7537, Petach Tikva, 49170, Israel

Tel: +972 3
9241114 Fax: +972 3 9249378 E-mail: info@canfite.co.il

CORRESP
1
filename1.htm

October 4, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Can-Fite BioPharma Ltd.

        Registration Statement on Form F-3

        File No. 333-220644

VIA EDGAR

Ladies and Gentlemen:

Can-Fite BioPharma Ltd. (the “Company”)
hereby withdraws its acceleration request letter dated October 2, 2017, which requested that the effective date of the Registration
Statement on Form F-3 referenced above be accelerated so that it would have become effective at 4.00pm ET on October 4, 2017.

    Very truly yours,

                    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman, Ph.D.

    Name: Pnina Fishman, Ph.D.
Title: Chief Executive
Officer

cc: Gary Emmanuel (McDermott Will & Emery LLP)

CORRESP
1
filename1.htm

October
2, 2017

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington,
D.C. 20549

    Re:
    Can-Fite
    BioPharma Ltd.

    Registration Statement on Form F-3

    File No. 333-220644

VIA
EDGAR

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Registrant”) hereby respectfully
requests that the effectiveness of the Registration Statement on Form F-3 (File No. 333-220644) of the Registrant (the “Registration
Statement”) be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on October 4, 2017 or as
soon thereafter as may be practicable.

The
Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.
The Registrant hereby acknowledges that:

 ● should
                                         the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                         pursuant to delegated authority, declare the Registration Statement effective, it does
                                         not foreclose the Commission from taking any action with respect to the Registration
                                         Statement;

 ● the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the Registration Statement effective, does not relieve the Registrant from its full responsibility
                                         for the adequacy and accuracy of the disclosure in the filing; and

 ● the
                                         Registrant may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to
our counsel, McDermott Will & Emery LLP, by calling
Gary Emmanuel at (212) 547-5541. The Company hereby authorizes Mr. Emmanuel to orally modify or withdraw this request for acceleration.

Please
also provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. Emmanuel via email to gemmanuel@mwe.com
or facsimile to (212) 547-5444 and via mail at 340 Madison Avenue, New York, NY 10173.

    Very truly yours,

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman

    Name: Pnina Fishman, Ph.D.

    Title:   Chief Executive Officer

cc: Gary Emmanuel (McDermott Will & Emery LLP)

10
Bareket Street, Kiryat Matalon, P.O. Box 7537, Petach Tikva, 49170, Israel

Tel: +972 3
9241114 Fax: +972 3 9249378 E-mail: info@canfite.co.il

October 2, 2017
Dr. Pnina Fishman
Chief Executive Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon, P.O. Box 7537
Petach-Tikva 4951778, Israel
Can-Fite BioPharma Ltd.
Registration Statement on Form F-3
Filed September 26, 2017
File No. 333-220644Re:
Dear Dr. Fishman:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Chris Edwards at (202) 551-6761 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Gary Emmanuel

CORRESP
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CAN-FITE BIOPHARMA LTD.

10 Bareket Street,

Kiryat Matalon

PO Box 7537

Petach Tikva, 4951778

Israel

June 12, 2017

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Chris Edwards

    Re:
    Can-Fite BioPharma Ltd.

    Registration Statement on Form F-1 Filed May 30, 2017

    File No. 333-218336

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:00 p.m., Eastern Time, on June 13, 2017, or as soon thereafter as possible.

The Company hereby acknowledges
the following:

    ·
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    ·
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    ·
    the Company may not assert staff comments and the declaration of effectiveness of this Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Pnina Fishman

    Name:
    Pnina Fishman

    Title:
    Chief Executive Officer

June 5, 2017
Dr. Pnina Fishman
Chief Executive Officer
Can-Fite Biopharma Ltd.
10 Bareket Street
Kiryat Matalon, P.O. Box 7537
Petach-Tikva 4951778, Israel
Can-Fite BioPharma Ltd.
Registration Statement on Form F-1
Filed May 30, 2017
File No. 333-218336Re:
Dear Dr. Fishman:
        This is to advise you that we have not reviewed and will not review your registration
statement.
        Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
        Please contact Chris Edwards at (202) 551-6761 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Gary Emmanuel

Mail Stop 4720
January 29, 2016

Via E -mail
Pnina Fishman , Ph.D.
Chief Executive Officer
Can-Fite Biopharma Ltd.
10 Bareket Street
Kiryat Matalo, P.O. Box 7537
Petach -Tikva  4951778, Israel

Re: Can-Fite Biopharma Ltd.
  Registration Statement on Form F-3
Filed  January 19, 2016
  File No.  333-209037

Dear Dr. Fishman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Pnina Fishman , Ph.D.
Can-Fite Biopharma Ltd.
January 29, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Alla Berenshteyn  at (202) 551-4325  or me at (202) 551 -3675  with any questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Via E-mail
 Gregory Sichenzia
 Sichenzia Ross Friedman Ference LLP

CORRESP
1
filename1.htm

CAN-FITE BIOPHARMA LTD.

10 Bareket Street,

Kiryat Matalon

PO Box 7537

Petach Tikva, 4951778

Israel

January 29, 2016

VIA
EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alla Berenshteyn

Re:
     Can-Fite BioPharma Ltd.

Registration Statement on Form F-3 Filed
January 19, 2016

File No. 333-209037

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Can-Fite BioPharma Ltd. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:30 p.m., Eastern Time, on January 29, 2016, or as soon thereafter as possible.

The
Company hereby acknowledges the following:

 · should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

 · the Company may not assert staff comments and the declaration of effectiveness of this
Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

    CAN-FITE
BIOPHARMA LTD.

    By:
    /s/ Motti Farbstein

    Name: Motti Farbstein
Title: Chief Operating and Financial
    Officer

CORRESP
1
filename1.htm

CAN-FITE BIOPHARMA LTD.

10 Bareket Street,

Kiryat Matalon

PO Box 7537

Petach Tikva, 4951778

Israel

June 22, 2015

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Alla Berenshteyn, Bryan J. Pitko and Jeffrey P. Riedler

    Re:
    Can-Fite BioPharma Ltd.

    Registration Statement on Form F-3
    Filed June 8, 2015

    File No. 333-204795

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Can-Fite
BioPharma Ltd. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on June 23, 2015, or as soon thereafter as
possible.

The Company hereby acknowledges
the following:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action
with respect to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement;

and

 · the Company may not assert staff comments and the declaration of effectiveness of this Registration Statement
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    CAN-FITE BIOPHARMA LTD.

    By:
    /s/ Motti
    Farbstein

    Name:
    Motti Farbstein

    Title:
    Chief Operating Officer and

Chief Financial Officer Officer

June 17 , 2015

Via E -mail
Pnina Fishman , Ph.D.
Chief Executive Officer
Can-Fite Biopharma Ltd.
10 Bareket Street
Kiryat Matalo, P.O. Box 7537
Petach -Tikva 4951778, Israel

Re: Can-Fite Biopharma Ltd.
  Registration Statement on Form F-3
Filed  June 8 , 2015
  File No.  333-204795

Dear Dr. Fishman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action  with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure i n the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Pnina Fishman , Ph.D.
Can-Fite Biopharma Ltd.
June 17 , 2015
Page 2

 Please refer to Rules 460 a nd 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibiliti es under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 Please  contact Alla Berenshteyn  at (202) 551-4325  or me at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Bryan J. Pitko  for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Gregory Sichenzia
 Sichenzia Ross Friedman Ference LLP

CORRESP
1
filename1.htm

CAN-FITE
BIOPHARMA LTD.

10 Bareket Street

Kiryat Matalon, P.O. Box 7537

Petah-Tikva 4951778, Israel

September 9, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549-0404

Attn:    Jeffrey P. Riedler, Assistant Director

    Re:
    Can-Fite BioPharma Ltd.

    Registration Statement on Form 20-F

    Filed September 9, 2013

    CIK No. 0001536196

Dear Mr. Riedler,

Can-Fite BioPharma
Ltd., an Israeli limited company (the “Company”), hereby requests acceleration of the effective date of the
above-referenced Registration Statement on Form 20-F (the “Registration Statement”) so that such Registration
Statement shall become effective at 5:00 p.m. (Washington, D.C. time), on Wednesday, September 11, 2013 or as soon thereafter as
practicable.

The Company hereby acknowledges as follows:

 · should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statement; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please provide a copy
of the Commission’s order declaring the Registration Statement effective to Motti Farbstein at the address first set forth
above.

    Respectfully yours,

    Can-Fite BioPharma Ltd.

    By:
    /s/ Motti Farbstein

    Motti Farbstein

    Chief Operating and Financial Officer

June 27, 2013

Via E -mail
Pnina Fishman
Chief Executive Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon, P.O. Box 7537
Petah -Tikva 49170, Israel

Re: Can-Fite BioPharma Ltd.
Amendment No. 2 to Draft Registration Statement on Form 20 -F
Filed June 14, 2013
CIK No. 0001536196

Dear Dr. Fishman:

We have reviewed your amended registration statement  and correspondence dated June
14, 2013, and have  the following comment.

Please respond to this letter within 10 business days by providing the requested
infor mation or by advising us when you will pro vide the requested response.  If you do  not
believe our comment applies  to your facts and circu mstances, please tell us why in your
response.

After revie wing the infor mation you provide  in response to this  comment, we may have
additio nal co mments.

Pre-Clinical Studies of CF102, page 51

1. We note your response to our prior comment 21 and reissue the comment in part.  Please
expand  your disclosure on page 51 to indicate whether any adverse events were
experienced by patients in the second round of Phase II clinic al studies of CF102.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information the Securities Exchange Act of
1934 and all applicable Exchange Act rules r equire.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment , please provide a written  statement from the company
acknowledging that:

Pnina Fishman
Can-Fite BioPharma Ltd.
June 27 , 2013
Page 2

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commiss ion or any person under the federal securities laws of the United States.

Please contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or
me at (202) 551 -3715 with any  questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Robert L. Grossman, Esq.
 Greenberg Traurig, P.A.

June 6 , 2013

Via E -mail
Pnina Fishman
Chief Executive Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon, P.O. Box 7537
Petah -Tikva 49170, Israel

Re: Can-Fite BioPharma  Ltd.
Amendment No. 1 to Draft Registration Statement on Form 20 -F
Filed May 10, 2013
CIK No. 0001536196

Dear Dr. Fishman :

We have reviewed your filing and have the following comment s. In our comment s, we
may ask you to provide us with infor mation so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
infor mation or by advising us when you will provide the requested response .  If you do  not
believe our comment s apply  to your facts and  circu mstances , please tell us why in your
response.

After revie wing the infor mation you provide  in response to these  comments, we may
have additio nal co mments.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please disclose that you are an emerging growth
company.  In addition, describe how and when a company may lose emerging growth
company status .

Forward Looking Statements, page 7

2. You reference “[o]ther u nknown  or unpredictable factors” that could harm your future
results in this section.  Please remove this reference, as it is not appropriate to warn
investors about risks that are not known to you.

Pnina Fishman
Can-Fite BioPharma Ltd.
June 6 , 2013
Page 2

 Explanatory Note, page 7

3. We note your statements in this s ection that you “do not make any representation as to
the accuracy of information” in the registration statement that is based on third -party
data.  We also note your statement that you “cannot guarantee the accuracy or
completeness of any such information ” contained in the disclosure.  It is not appropriate
to imply that you are not responsible for statements included in your registration
statement.   Please delete these sentences or clarify that you are responsible for the
statements included in your regis tration statement.

Item 3. Key Information
Selected Financial Data, page 10

4. We note your disclosure of exchange rate information for the periods ending with the
previous five years.  Please also disclose the high and low exchange rates for each month
during the previous six months as required by Item 3.A(3)(b).

Capitalization and Indebtedness, page 10

5. Please revise the information included in the capitalization and indebtedness table on this
page to update the information as of a date no earlier than 60 days prior to the date of
submission of your registration statement pursuant to Item 3.B.

Risk Factors
“Clinical trials are very expensive…,” page 15

6. Please expand this risk factor to disclose instances in which you have actually
experienced the risk involved.  For example, you should consider disclosing the fact that
Phase II trials for CF101 for treatment of RA have twice failed to meet the specified
primary clinical endpoints and that you will have to conduct those trials again.

“Developments by  competitors may render our products or technologies obsolete…,” page 17

7. Please provide a brief summary of competitors and competing products that have
commercialized or are seeking to commercialize products that address the same
indications as your prima ry product candidates.

8. We note the similarity between the risks discussed in this risk factor and those discussed
in the risk factor under the heading “[w]e face significant completion and continuous
technological change” on page 23.  In light of these si milarities, please consider
consolidating your discussion of these risks into a single risk factor.

Pnina Fishman
Can-Fite BioPharma Ltd.
June 6 , 2013
Page 3

 “We may suffer losses from product liability claims if our product candidates cause harm to
patients…, ” page 18

9. Please revise your risk factor to discuss  the extent to which patients in clinical trials have
experienced adverse events and identify any such events.

Risks Related to Our Intellectual Property, page 20

10. It appears that you have material patents for primary product candidates, CF101 and
CF102, that will expire in the U.S. and in Europe in 2014 and 2015.  If true, please
consider adding a risk factor stating this fact and explain the ways in which this loss of
patent protection over the next two years could negatively affect your operations.

11. We note your statements that “[w]e believe that our drugs have certain unique
characteristics and advantages over drugs currently available on the market and under
development to treat these indications.”  Please revise your disclosure to describe the
uniqu e characteristics and advantages of your products as compared to specified drugs
currently on the market.  In addition, please highlight that other drugs on the market and
new drugs under development may be better established and accepted among patients an d
physicians in their respective markets, are orally bioavailable, can be efficiently produced
and marketed, and are relatively safe.

12. We note your stated belief that your product candidates “exhibit a relatively high
probability of therapeutic and commer cial success for the treatment of autoimmune -
inflammatory, oncological and ophthalmic diseases.”  Please consider deleting this
statement in light of the considerable uncertainty of the regulatory approval process, the
relatively early development stage of  your product candidates and your limited
experience in bringing a product candidate to commercialization.

“International patent protection is particularly uncertain …,” page 22

13.  Identify those foreign countries in which you expect to do business that do  not protect a
company’s intellectual property rights to the same extent as the United States.

“Our ADSs have a limited prior trading history…,” page 27

14. In this risk factor, as well as elsewhere in the registration statement (for example, at
pages  31 and 104), you state that your ADSs currently trade in the United States on the
OTCBB.  However, since 1999, as a condition of eligibility to trade on the OTCBB, a
company, including a foreign company with ADRs, must have Exchange Act reporting
obligati ons and be current in its Exchange Act reporting.  See OTCBB Rule 6530.
Accordingly, either revise the registration statement to state that your AD Ss currently
trade on the OTC ( as opposed to the OTCBB) or else explain how you are currently able

Pnina Fishman
Can-Fite BioPharma Ltd.
June 6 , 2013
Page 4

 to trade your ADSs on the OTCBB although you are not yet an Exchange Act reporting
company.

“As a foreign private issuer, we are permitted to follow certain home country corporate
governance practices…,” page 28

15. Supplementally advise, with a view to disclosure, whether you intend to follow Israeli
law regarding the composition of a listed company’s board of directors, which, unlike
NYSE MKT rules, does not requi re that a majority of a listed company’s board of
directors be independent.

“We conduct our operati ons in Israel…,” page 29

16. Disclose whether, during peacetime in addition to during hostilities, Israeli citizens,
including your employees, have military service obligations that could interfere with
normal business operations.

ADR Holder Risk Factor

17. Add a risk factor that discusses the risks resulting from the fact that an ADR holder’s
voting and distribution rights, if any, are governed by the deposit agreement and, thus,
differ from the rights of an issuer’s ordinary shareholders.

Item 4. I nformation on the Company
Our Strategy, page 34

18. We note that you plan to “focus most prominently on advancing our product candidates
that are in the most advanced stages.”  Please elaborate by disclosing the specific clinical
products and corresponding in dications upon which you plan to primarily focus going
forward.

Our Product Pipeline, page 35

19. We note disclosure indicating that certain research was conducted pursuant to
investigational new drug applications on pages 47 and 50 for CF101 and CF102,
respectively.  Please expand your disclosure throughout this section to indicate whether
you or a third party has filed INDs for the following:
 CF101 for treatment of psoriasis
 CF101 for treatment of rheumatoid arthritis
 CF101 for treatment of osteoarthritis
 CF101 for treatment of dry eye syndrome
 CF101 for treatment of glaucoma
 CF101 for treatment of uveitis
 CF102 for treatment of hepatocellular carcinoma

Pnina Fishman
Can-Fite BioPharma Ltd.
June 6 , 2013
Page 5

  CF602 for treatment of sexual dysfunction

If INDs for these products and for the corresponding treatmen ts indicated have been filed,
please additionally disclose the identity of the filers and the dates the applications were
filed.  Alternately, where no IND has been filed, please explain why.

Clinical Trials of CF101, page 39
Rheumatoid Arthritis page 42

20. Please revise your disclosure to indicate whether any adverse events were experienced by
patients in the Phase IIb studies of CF101 in combination with MTX for rheumatoid
arthritis.

Clinical Trials of CF102, page 49
Phase I/II Clinical Study, page 50

21. Please revise your disclosure to indicate whether any adverse events were experienced by
patients in either of the Phase I/II studies of CF102.

In-Licensing Agreements
NIH Agreement, page 52

22. We note your disclosure of several payments you are entitled t o under the NIH
agreement, including “individual payments ranging from $25,000 to $500,000” subject to
milestone achievement.  Please disclose the total aggregate potential milestone payments
you are entitled to receive under this agreement.

23. You disclos e that the NIH agreement will remain in effect “until the last patent licensed”
under that agreement expires.  Please disclose the date on which the last -to-expire patent
expires in this section.

Patents, page 56

24. Please clarify whether the patents you reference on this page, expiring in 2015 and 2014,
are composition -of-matter patents covering CF101 and CF102 and whether they expire
on those dates in both Europe and the United States.  If so, please disclose what response,
if any, you have planned to mi tigate the loss of composition -of-matter patent protection
for your two primary pipeline candidates.

Government Regulation and Funding, page 66

25. We note your discussion of FDA regulations in the United States on page 66.  Please
expand the discussion t o specifically address the following U.S. regulatory issues:

Pnina Fishman
Can-Fite BioPharma Ltd.
June 6 , 2013
Page 6

  whether you will seek new drug applications (NDAs) for your product candidates,
the purpose behind the NDA, and the regulatory process involved;
 the fact that CF102 was granted orphan drug status and the meaning of and
regulatory ramifications of such status.

Item 5. Operating and Financial Review and Prospects
Overview, page 74

26. As your registration statement does not seek to register a public off ering of securities,
please eliminate the reference to “the net proceeds of this offering” in the next -to-last
paragraph on this page.

General and administrative expenses , page 83

27. Please revise your disclosure to include the amount for each factor that  contribute d to the
increase in general and administrative expenses for both December 31, 2012 compared to
December 31, 2011 and December 31, 2011 compared to December 31, 2010. Please
clarify in the disclosure if these increases are indicative of a trend that you expect to
continue in future periods.

Financial income, net, page 84

28. Please revise your disclosure to clarify the reason for the decrease in the financial net
income resulting from the change in fair value of financial liabilities.  Please clarify if the
change in fair value from December 31, 2011 to 2012 was a result of th e change in fair
value of the warrants and if so what caused this decrease.  For your explanation of
December 31, 2011 compared to 2010 please change the heading of Financial expense,
net to Financial income, net.  Please explain the reason for the decreas e in fair value of
options.  Please tell us why the change in fair value of options is not listed as one of the
factors for changes in financial expense and income on page 77.

F. Contractual Obligations, page 86

29. Please revise your table to include any potential future milestone payments.

Compensation, page 89

30. Please explain why Guy Regev, Director, and Ilan Cohn, Vice Chairman of the Board,
have been omitted from the annual compensation table included on this page.  If the
omission was an oversight, pl ease appropriately revise your disclosure.

Board Practices, page 93

31. Clarify the difference between an external and independent director.

Pnina Fishman
Can-Fite BioPharma Ltd.
June 6 , 2013
Page 7

Employees , page 100

32. You state that as of December 31, 2012, you had eight employees, “four of whom were
employed in management and administration and seven of whom were employed in
research and development.”  Please provide the correct number of employees in each
category tha t add up to the total number of employees disclosed.

Share Ownership, page 100

33. Please explain why Directors Gil Oren and Yechezkel Barenholz have been omitted from
the share ownership table included on this page.  If the omission was an oversight, ple ase
appropriately revise your disclosure.

Major Shareholders, page 102

34. Disclose the number of your U.S. holders and the percentage of your ordinary shares held
by them.  See Form 20 -F Item 7.A.2.

Item 10. Material Contracts, page 112 -114
License Agree ment, page 114

35. On page 56, in your discussion of patents, you cross -reference to this section for a
discussion of “in -licensing agreements.”  Please either expand this section to include a
discussion of all material licensing agreements or delete the cross -reference on p age 56.

Certain Israeli Tax Considerations, page 114

36. An investor is entitled to rely on the information disclosed in the registration statement.
Accordingly, delete your disclaimer that the ensuing Israeli tax discussion “should not be
construed as le gal or professional tax advice” as it implies that an investor may not so
rely on the information disclosed.

U.S. Federal Income Tax Considerations, page 117

37. Similarly d elete your disclaimer that the U.S. federal income tax  summary “is for general
information only and does not constitute tax advice.”

38. You are required to disclose the material U.S. federal income tax conseque nces, and not
just “certain… considerations,” regarding the purchase, ownership and disposition of your
ordinary shares and ADSs  by U.S. investors.  Revise the first paragraph of this section
accordingly.

Pnina Fishman
Can-Fite BioPharma Ltd.
June 6 , 2013
Page 8

 Notes to Consolidated Financial Statements
Note 7: - Ophthalix Spin Off, page F -27

39. Please explain to us why this was accounted for as a reverse acquisition and the specific
journal entries that were recorded.  Please tell us the authoritative literature you relied
upon in determining the appropriate accounting treatment.

Note 14: - Contingent Liabilities and Commitments
a. Liabilities to pay royalties , page F -40

40. You disclose on page 33 that under your license agreements you are generally obligated
to make development milestone payments.  Please revise your disclosure in the notes to
the financial statements to include the amounts of the potential milestone payments.

b. Commitmen ts, page F -41

41. Please revise your disclosure to clarify the nature of the underlying events which will
trigger the milestone payments remaining in the development of CF101 in Japan.   Please
confirm whether there are any additional future milestone payments  that have not been
included in the disclosure.

42. Please revise your disclosure  to disaggregate the amount of potential milestones to be
r

April 23 , 2013

Via E -mail
Motti Farbstein
Chief Operating and Financial Officer
Can-Fite BioPharma Ltd.
10 Bareket Street
Kiryat Matalon, P.O. Box 7537
Petah -Tikva 49170, Israel

Re: Can-Fite BioPharma Ltd.
 Confidential Draft Registration Statement on Form 20-F
 Submitted on April  15, 2013
 CIK No. 0001536196

Dear Mr. Farbstein :

Our preliminary review of your  confidential draft  registration state ment indicates that it fails
in material respects to  comply with  the requirements of the form.  We will not perform a detailed
examination of the draft registration statement and we will not issue comments because to do so
would delay the review of other disclosure documents that do not appear to contain comparable
deficiencies.   Specifically, we note the following deficiency:

Report of Independent Registered Public Accounting Firm, Page F -1

1. We note that your independent registered accountant’s report does not include an opinion
on whet her the financial statements comply with IFRS as issued by the IASB.   We also
note that your footnote disclosure on page F -12 states that the financial statements
complied with IFRS rather than IFRS as issued by the IASB. Please amend your filing to
either  provide an audit report that includes an opinion on whether the financial statements
comply with IFRS as issued by the IASB and disclosure in your footnotes that you have
complied with IFRS as issued by the IASB or a reconciliation from IFRS to US
GAAP.   Refer to Item 17(c) of Form 20 -F.

If you were to publicly file and request acceleration of the effective date of the registration
statement in its present form, we would likely recommend that the Commission deny your request.
We suggest that you conside r filing a substantive amendment  to correct the deficiencies.

Motti  Farbstein
Can-Fite BioPharma Ltd.
April 23 , 2013
Page 2

 You may contact Vanessa Robertson  at (202) 551 -3649 or Lisa Vanjoske  at (202) 551 -3614
if you have questions regarding comments on the financial statements and related matters.  Please
contact Au stin Stephenson  at (202) 551 -3192 , Bry an Pitko at (202) 551 -3203 , or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Robert L. Grossman , Esq.
 Greenberg Traurig, P.A.