Mawson Infrastructure Group Inc. — Director's Dealing 2013

May 14, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: OphthaliX, Inc. (OPLI)
CIK: 0001218683
Period of Report: 2012-12-31

Reporting Person: Can-Fite BioPharma Ltd. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38534631	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$1.144		Common Stock (2160102)	2160102	Direct
Warrants	$1.72		Common Stock (1267315)	3427417	Direct

Footnotes

F1: Pursuant to a warrant agreement issued by OphthaliX Inc. (the "Company") to Can-Fite BioPharma, Ltd. ("Can-Fite") on November 21, 2011, Can-Fite shall have the right at any time to convert its warrants until the earlier of (a) the 5th-year anniversary thereof and (b) the closing of the acquisition of the Company by another entity, resulting in the exchange of the outstanding shares of the Company's capital stock such that the stockholders of the Company prior to such transaction own, directly, or indirectly, less than 50% of the voting power of the surviving entity.

F2: This warrant shall expire and become void on the earlier of: (i) the date that is sixty (60) months from the Warrant Issue Date, or (ii) the closing of the acquisition of the Company by another entity by means of merger, consolidation or other transaction or series of related transactions, resulting in the exchange of the outstanding shares of the Company's capital stock such that the stockholders of the Company prior to such transactions own, directly or indirectly, less than 50% of the voting power of the surviving entity ("Expiration Date").