UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant  X.

Filed by a Party other than the Registrant      .

Check the appropriate box:

      .Preliminary Proxy Statement

      .Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

  X.Definitive Proxy Statement

      .Definitive Additional Materials

      .Soliciting Material under Rule 14a-12

OPHTHALIX INC.

(Name of the Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

OPHTHALIX INC.

10 Bareket StreetSt

Petach Tikva, Israel 495177849170

+(972) 3-9241114

NOTICE OF SOLICITATION2014 ANNUAL MEETING OF CONSENTSSTOCKHOLDERS

TO BE HELD ON MAY 12, 2014

July 15, 2013

April 11, 2014

TO OUR STOCKHOLDERS:Dear Stockholders:

This Notice

The 2014 Annual Meeting of SolicitationStockholders of Consents and accompanying Consent Solicitation Statement are furnished to you by OphthaliX Inc., a Delaware corporation (the “Company” or “us” or “we” or “our”) in connection with the solicitation on behalf of our Board of Directors of written consents from the holders of the Company’s Common Stock (the “Stockholders”) to take action without a stockholders’ meeting.

Our Board of Directors is requesting the Stockholders to consent to the following proposal:

·

To effect a reverse stock split of one share for each four and one-half shares outstanding (1:4.5), whereby, as of the Record Date (as defined below), for every four and one-half shares of Common Stock then owned, each holder of Common Stock shall receive one share of Common Stock.

We have established the close of business on July 5, 2013, as the record date (the “Record Date”) for determining stockholders entitled to submit written consents.

We request that each stockholder complete, date and sign the enclosed written consent form and promptly return it the Company’s legal counsel by mailwill be held at 1656 Reunion Avenue, Suite 250, South Jordan, Utah 84095, by email at jamie@vancelaw.us,8:30 am, local time, on May 12, 2014, for the following purposes:

1.

The election of five directors to serve on the Company’s board of directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified;

2.

The ratification of the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (“Ernst & Young”) to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2014; and

3.

Such other business as may properly come before the annual meeting and any adjournment or by fax at (801) 446-8803.  To be counted, your properly completed written consent must be received before 5:00 p.m. Mountain Time,postponement of the meeting.

The close of business on July 31, 2013, subject to extensionApril 15, 2014 has been fixed by our Boardboard of Directorsdirectors as the record date for determining the holders of our common stock entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof.  Each share of common stock is entitled to early terminationone vote per share.  For ten days prior to the meeting, a complete list of solicitations if a majority approval is received.stockholders entitled to vote at the annual meeting will be available for examination by any stockholder, for any purpose germane to the annual meeting, during ordinary business hours at the principal office of the Company and meeting location, 1656 Reunion Avenue, Suite 250, South Jordan, Utah 84095.

Failure to return the enclosed written consent will have the same effect as a vote against the proposal.  We recommend thatare not soliciting proxies for this annual meeting.  However, all stockholders consentare welcome to attend the proposal, by marking the box entitled “FOR” with respect to the proposal on the enclosed written consent form,meeting and sending the written consent to us.  If you sign and sendvote in the written consent form but do not indicate how you want to vote as to the proposal, your consent form will be treated as a consent “FOR” the proposal.

Consents may be revoked by stockholders at any time before the time that we receive and accept the written consents of the Stockholders representing a majority of shares entitled to vote.person.

By Order of the Board of Directors,

/s/ Barak SingerRonen Kantor                               

Barak SingerRonen Kantor

Chief Executive OfficerSecretary

10 Bareket Street

Petach Tikva, Israel 4951778

+(972) 3-9241114OPHTHALIX INC.

CONSENT SOLICITATION2014 ANNUAL MEETING OF STOCKHOLDERS

APRIL 11, 2014

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY

This Information Statement contains information related to the Company’s 2014 annual meeting of stockholders to be held at 1656 Reunion Avenue, Suite 250, South Jordan, Utah 84095, at 8:30 am, local time, on May 12, 2014, and at any adjournments or postponements thereof.  The approximate date that this Information Statement, the preceding Notice of Annual Meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, are first being mailed to stockholders is on or about April 24, 2014.  We are making this Information Statement available to our stockholders for use at the annual meeting.  You should review this Information Statement in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

TABLE OF CONTENTS

GENERAL INFORMATION

GeneralMeeting Information

This Consent Solicitation Statement is being furnished in connection with the solicitationThe annual meeting of written consents of the stockholders of OphthaliX Inc. (“OPLI, a Delaware corporation (the” the “Company,” “we,” “our” or “us” or “we” or “our”) with regard to the following proposal:will be held at 1656 Reunion Avenue, Suite 250, South Jordan, Utah 84095, beginning at 8:30 am, local time, on May 12, 2014.

·

To effect a reverse stock split of one share for four and one-half shares outstanding (1:4.5), whereby, as of the Record Date (as defined below), for every four and one-half shares of Common Stock then owned, each holder of Common Stock shall receive one share of Common Stock.

This Consent Solicitation Statement contains important information for you to consider when deciding how to vote on these matters.Please read it carefully.Who May Vote

Our Board of Directors has approvedYou are entitled to vote in person at the proposal and has chosen to seek to obtain stockholder approval of the proposal by written consent, rather than by calling a specialannual meeting of stockholders, in order to eliminate the costs and management time involved in holding a special meeting, and in order to effect the proposed corporate action as quickly as possible.  Written consents are being solicited from allif you owned shares of our stockholders pursuant to Section 228common stock as of the General Corporation Law, as amended, of the State of Delaware (the “DGCL”) and the Bylaws of the Company, as amended.

Voting materials, which include this Consent Solicitation Statement and a written consent form, are being mailed to all stockholders on or about July 15, 2013.  Our Board of Directors has set the close of business (5:00 p.m.) on July 5, 2013, asApril 15, 2014, the record date forof the determination of stockholders entitled to act with respect to the consent action (the “annual meeting (“Record Date”).  On the Record Date, 10,441,251 shares of our common stock were issued and outstanding and held by approximately 16 holders of record.  Holders on the CompanyRecord Date of our common stock which are (i) held directly in your name as the stockholder of record or (ii) held for you as the beneficial owner through a stockbroker, bank or other nominee, are entitled to one vote per share at the annual meeting.

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

How to Vote

Holders of record may vote in person at the meeting by ballot or grant a proxy to another person to vote in your place.  If your shares are not held of record in your name, you must obtain a proxy from the record holder, usually a broker or other nominee, in order to vote in person at the meeting.

Voting Rights

The holders of outstanding shares of our common stock will vote as a single class.  Each share of common stock will entitle the holder to one vote per share.  On the Record Date we had outstanding 46,985,51710,441,251 shares of Common Stock for 46,985,517 votescommon stock which would permit an aggregate of 46,985,51710,441,251 votes asat the annual meeting.

Quorum

The presence at the annual meeting of the Record Date.  In orderholders of at least 33.33% of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, outstanding on the record date will constitute a quorum.  Abstentions are counted as present for the proposalspurpose of determining the presence of a quorum.  A broker who holds shares in nominee or “street name” for a customer who is the beneficial owner of those shares may be prohibited from voting those shares in person on any proposal to be approved pursuantvoted on at the annual meeting without specific instructions from such customer with respect to Delaware law, we must receivesuch proposal.

Votes Needed

Proposal 1: Election of Directors.  The affirmative vote of a plurality of the written consentvotes cast at the annual meeting is required for the election of each of the five director nominees.  You may vote “for” or “against” one or more of the director nominees or you may “abstain” as to one or more of the director nominees.  A properly executed ballot marked “abstain” as to the election of one or more of the director nominees will not be counted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.  Stockholders do not have the right to cumulate their votes for directors.

Proposal 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm.  The affirmative vote of a majority of the outstanding sharesvotes cast at the annual meeting is required to ratify the appointment of Common Stock (the “Requisite Consents”).

HowErnst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2014.  A properly executed ballot marked “abstain” with respect to Submit Consents; Expiration Date

Stockholders of record who desire to consent to thethis proposal may do so by delivering the applicable written consent to us by hand, mail, email, facsimile or overnight courier, in accordance with the instructions contained in the written consent.  If your shares are held in street name, voting will depend on the voting processes of your broker, bank, or other holder of record.  Therefore, we recommend that you follow the voting instructions in the materials you receive directly from the holder of record.

If the written consent is properly completed and signed, the stockholdernot be counted, although it will be deemed to have consented to the proposal.  Failure to return the enclosed written consent formcounted for purposes of determining whether there is a quorum.  Abstentions will have the same effect as a vote against approval of thethis proposal.

Written consents by the stockholder(s) must be executed in exactly the same manner as the name(s) appear(s) on the stock certificates.  If stock certificates to which a written consent relates are held of record by two or more joint holders, all such holders must sign the written consent.  If a signature is by a trustee, executor, administrator, guardian, proxy, attorney-in-fact, officer of a corporation or other record holder acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to us of such person’s authority so to act.  If stock certificates are registered in different names, separate written consents must be executed covering each form of registration.

FOR A WRITTEN CONSENT TO BE VALID, A STOCKHOLDER MUST COMPLETE, SIGN, DATE AND DELIVER THE WRITTEN CONSENT (OR PHOTOCOPY THEREOF) FOR SUCH HOLDER’S SHARES TO THE COMPANY’S LEGAL COUNSEL.  SUCH WRITTEN CONSENT MAY BE DELIVERED TO THE COMPANY’S LEGAL COUNSEL BY HAND, MAIL, EMAIL, FACSIMILE OR OVERNIGHT COURIER.

All written consents that are properly completed, signed and delivered to our legal counsel before the Expiration Date (as defined below), subject to extension by our Board of Directors, and not revoked before our acceptance of the written consents, will be accepted.

The term “Expiration Date” means 5:00 p.m. Mountain Time, on July 31, 2013, unless the Requisite Consents are received before such date, in which case this solicitation will expire on the date that such Requisite Consents are obtained, and such earlier date shall be the Expiration Date.

Final results of this solicitation of written consents will be published in a Form 8-K filed with the SEC after the Expiration Date.

Notwithstanding anything to the contrary set forth in this Consent Solicitation Statement, we reserve the right, at any time before the Expiration Date, to amend or terminate the solicitation, or to delay accepting written consents.

If you have any questions about the consent solicitation or how to vote or revoke your written consent, or if you should need additional copies of this Consent Solicitation Statement or voting materials, please contact Ronen Kantor, the Secretary of the Company, at +(972) 39241114.

Revocation of Consents

Written consents may be revoked or withdrawn by the stockholders at any time before 5:00 p.m. Mountain Time on the Expiration Date.  To be effective, a written, facsimile, or email revocation or withdrawal of the written consent must be received by our legal counsel before such time and addressed as follows:  OphthaliX Inc., Attn:  Legal Counsel, 1656 Reunion Avenue, Suite 250, South Jordan, Utah 84095; by email at jamie@vancelaw.us, or by facsimile at (801) 446-8803.  A notice of revocation or withdrawal must specify the stockholder’s name and the number of shares being withdrawn.  After the Expiration Date, all written consents previously executed and delivered and not revoked will become irrevocable.

Solicitation of Consents

Our Board of Directors is sending you this Consent Solicitation Statement in connection with its solicitation of consents to approve the Reverse Split.  Certain directors, officers and employees of our Company may solicit written consents by mail, email, telephone, facsimile or in person.  Our company will pay for the costs of solicitation.

Procedure for Implementing the Proposal

The Reverse Split would become effective upon (i) the filing by us with the Delaware Secretary of State of a Certificate of Amendment to the Certificate of Incorporation, reflecting the amendment, pursuant to Section 242 of the DGCL, and (ii) 20 days have passed since this Consent Solicitation Statement was sent to stockholders.

AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO

EFFECT A REVERSE STOCK SPLIT

A copy of the Certificate of Amendment is attached asAppendix A to this Consent Solicitation Statement.

General

On July 1, 2013, the Board of Directors, by a special meeting duly held, approved effecting a reverse stock split within a range of not less than one for three shares (1:3) and not greater than one for six shares (1:6), in the discretion of the Company’s Board of Directors. On July 15, 2013, the Board of Directors, by a special meeting duly held, approved effecting a reverse stock split of one share for four and one-half shares outstanding (1:4.5) (the “Reverse Split”), whereby, asAs of the Record Date, for every fourour directors and one-halfexecutive officers and their affiliates owned and were entitled to vote approximately 8,629,748 shares of Common Stock thenour common stock, including 8,563,251 shares owned by our parent company, Can-Fite BioPharma Ltd., which in the aggregate represented approximately 82% of our outstanding common stock on that date.  All of these persons have indicated they and their affiliates will vote their shares in favor of the five director nominees and the other proposal, in which event each holder of Common Stock shall receive one sharethe nominees would be re-elected and the ratification of Common Stock.

Ernst & Young would be approved without further shareholder votes.

Purpose for Reverse Split

The primary purpose of the Reverse Split is to meet the minimum trading price required for application for listing by the Company on the NYSE MKT LLC (the “Exchange”).  The quantitative standards for listing on the Exchange require a minimum market price for our Common Stock of $2.00 or $3.00 per share.  At July 11, 2013, the average trading price of our Common Stock as reported by OTC Markets was $1.47 per share, which reflects the average price for our Common Stock since approximately June 3, 2013.  The Board of Directors has recommended that in order to meet this minimum market price requirement, the Reverse Split is necessary.  There is no assurance that even if we establish a market price of $2.00 or $3.00 per share that our application to the Exchange would be successful.  There is also no assurance that if the Reverse Split is effected, the market price thereafter would be at or remain at $2.00 or $3.00 or higher.

We also believe that an increase in the per-share price of our Common Stock could encourage increased investor interest in our Common Stock and possibly promote greater liquidity for our stockholders.  We believe that the current low per-share price of our Common Stock has had a negative effect on the marketability of our Common Stock.  We believe there are several reasons for this effect.  First, many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks.  Second, because the brokers’ commissions on lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher priced stocks, the current per-share price of our Common Stock can result in individual stockholders paying transaction costs (commissions, markups or markdowns) that constitute a higher percentage of their total share value than would be the case if the share price of our Common Stock were substantially higher.  This factor may also limit the willingness of institutional investors to purchase our Common Stock.  Third, a variety of policies and practices of brokerage firms discourage individual brokers within those firms from dealing in low-priced stocks.  These policies and practices pertain to the payment of brokers’ commissions and to time-consuming procedures that make the handling of low-priced stocks unattractive to brokers from an economic standpoint.  Fourth, many brokerage firms are reluctant to recommend low-priced stocks to their customers.  Finally, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of low-priced stocks.

Risks Associated with the Reverse Split

Stockholders should note that the effect of the Reverse Split upon the market price for our Common Stock cannot be accurately predicted.  In particular, we cannot assure you that prices for shares of our Common Stock after the Reverse Split will be four and one-half times, as applicable, the prices for shares of our Common Stock immediately prior to the Reverse Split.  The market price of our Common Stock may also be affected by other factors which may be unrelated to the Reverse Split or the number of shares outstanding.  Furthermore, even if the market price of our Common Stock does rise following the Reverse Split, the Company cannot assure you that the market price of our Common Stock immediately after the proposed Reverse Split will be maintained for any period of time.  Even if an increased per-share price can be maintained, the Reverse Split may not achieve the desired results that have been outlined above.  Moreover, because some investors may view the Reverse Split negatively, we cannot assure you that the Reverse Split will not adversely impact the market price of our Common Stock.

We believe that the Reverse Split may result in greater liquidity for stockholders.  However, it is also possible that such liquidity could be adversely affected by the reduced number of shares outstanding after the Reverse Split, particularly if the share price does not increase as a result of the Reverse Split.

If the Reverse Split is implemented, some stockholders may consequently own fewer than 100 shares of Common Stock.  A purchase or sale of fewer than 100 shares (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers.  Therefore, those stockholders who own fewer than 100 shares following the Reverse Split may be required to pay higher transaction costs if they sell their shares in the Company.

Effect of the Reverse Split on Registration and Voting Rights

Our Common Stock is currently registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are subject to the periodic reporting and other requirements of the Exchange Act.  The Reverse Split would not affect the registration of our Common Stock under the Exchange Act.

Proportionate voting rights and other rights of the holders of Common Stock would not be affected by the Reverse Split (other than the treatment of fractional shares as described below).  For example, a holder of 1% of the voting power of the outstanding shares of Common Stock immediately prior to the effective time of the Reverse Split would continue to hold 1% of the voting power of the outstanding shares of Common Stock after the Reverse Split.  Although the Reverse Split would not affect the rights of stockholders or any stockholder’s proportionate equity interest in the Company (subject to the treatment of fractional shares), the number of authorized shares of Common Stock would not be reduced and would increase significantly the ability of the Board to issue such authorized and unissued shares without further stockholder action.  The number of stockholders of record would not be affected by the Reverse Split.

Effect of the Reverse Split on the Authorized but Unissued Shares

The number of authorized but unissued shares of Common Stock will be increased significantly by the Reverse Split.  For example, based on the 46,985,517 shares of Common Stock outstanding on the Record Date and the 100,000,000 shares of Common Stock that are authorized under our Certificate of Incorporation, a Reverse Split would have the effect of increasing the number of authorized but unissued shares of Common Stock from 53,014,483 to approximately 89,558,774.  The issuance in the future of such additional authorized shares may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights, of the currently outstanding shares of Common Stock.  In addition, the effective increase in the number of authorized but unissued shares of Common Stock may be construed as having an anti-takeover effect.  Although we are not proposing the Reverse Split for this purpose, the Company could, subject to the Board’s fiduciary duties and applicable law, issue such additional authorized shares to purchasers who might oppose a hostile takeover bid or any efforts to amend or repeal certain provisions of the Certificate of Incorporation or Bylaws.  Such a use of these additional authorized shares could render more difficult, or discourage, an attempt to acquire control of the Company through a transaction opposed by the Board.  We do not, at this time, have any plans, arrangements or understandings with respect to the increased number of authorized but unissued shares of our Common Stock that will be available following the proposed Reverse Split.  Rather, the Reverse Split is primarily for the purposes as described above.

The par value of the Common Stock would remain at $0.001 per share following the effective time of the Reverse Split.

The Company currently has no outstanding issued Preferred Stock.

Effect of the Reverse Split on Issued and Outstanding Shares

After the effective time of the Reverse Split, each holder of Common Stock will own fewer shares of Common Stock.  However, the Reverse Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except due to the treatment of fractional shares, as described below.

The Reverse Stock Split will reduce the total number of issued and outstanding shares of Common Stock by the reverse split ratio determined by the Board within the limits set forth in this proposal.  As of the Record Date, the Company had 46,985,517 shares of Common Stock issued and outstanding.  The number of issued and outstanding shares of Common Stock after the Reverse Stock Split will be approximately 10,441,226.

Effect of the Reverse Split on Stock Options

The Reverse Split would decrease the number of shares of Common Stock available for issuance under the Company’s 2012 Stock Incentive Plan (the “Plan”).  The total number of shares of Common Stock currently authorized for issuance but unissued at the Record Date under the Plan is 3,392,385 (prior to giving effect to the Reverse Split).  The Reverse Split would have the effect of reducing the shares of Common Stock authorized for issuance under the Plan to approximately 1,088,888.  All shares reserved for issuance under the Plan may be used for incentive stock options.  The Company also has outstanding stock options to purchase shares of Common Stock.  The Reverse Split will effect a reduction in the number of shares of Common Stock issuable upon exercise of such stock options and will effect an increase in the exercise price of such outstanding stock options.  For example, a pre-split option to purchase 300 shares of Common Stock with an exercise price of $1.00 per share would be converted post-split into an option to purchase approximately 66 shares of Common Stock with an exercise price of $4.50 per share.  In connection with the Reverse Split, the number of shares of Common Stock issuable upon exercise of outstanding stock options will be rounded down to the nearest whole share and no cash payment will be made in respect of such rounding.

Effective Date

The Reverse Split will become effective upon (i) the filing by us with the Delaware Secretary of State of a Certificate of Amendment to the Certificate of Incorporation, reflecting the amendment, pursuant to Section 242 of the DGCL, and (ii) 20 days have passed since this Consent Solicitation Statement was sent to stockholders (the “Effective Date”).  On the Effective Date, shares of Common Stock issued and outstanding immediately prior thereto will be, automatically and without any action on the part of the stockholders, combined, converted and changed into new shares of Common Stock.

Exchange of Stock Certificates

Stockholders holding shares of Common Stock in certificate form will be sent a transmittal letter by Action Stock Transfer Corp., our transfer agent, after the effectiveness of the Reverse Split.  The letter of transmittal will contain instructions on how a stockholder should surrender its, his or her certificate(s) representing shares of Common Stock (“Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-Reverse Split Common Stock (“New Certificates”).  No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent.  No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates for New Certificates registered in the same name.

Upon surrendering all Old Certificates together with a properly completed and executed letter of transmittal, stockholders will receive a New Certificate(s) representing the number of whole shares of Common Stock which they are entitled as a result of the Reverse Split.

If an Old Certificate has a restrictive legend on the Old Certificate, the New Certificate will be issued with the same restrictive legend that is on the Old Certificate.  Any stockholder whose Old Certificate has been lost, destroyed or stolen will be entitled to a New Certificate only after complying with the requirements that the Company and the transfer agent customarily apply in connection with lost, stolen or destroyed certificates.

Stockholders who hold uncertificated shares, either as direct or beneficial owners, will have their holdings electronically adjusted by the transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Split.

Upon the Reverse Split, the Company intends to treat shares of Common Stock held by stockholders in “street name,” that is, through a bank, broker or other nominee, in the same manner as stockholders whose shares of Common Stock are registered in their names.  Banks, brokers or other nominees will be asked to effect the Reverse Split for their beneficial holders.  However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Split.  If a stockholder holds shares of Common Stock with a bank, broker or other nominee and has any questions in this regard, the stockholder is encouraged to contact the stockholder’s bank, broker or other nominee.

STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Interest of Certain Persons in the Reverse Split

No one who has been a Company director or executive officer since the beginning of our last fiscal year has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed Reverse Split that is not shared by all other holders of the Company’s Common Stock.

Dividends and Defaults

We have not declared any dividends and there are no arrears in dividends.  There are also no defaults in principal or interest in respect to the Common Stock.

No Appraisal Rights

Under Delaware law, our stockholders would not be entitled to rights of dissent and appraisal with respect to the Reverse Split.proposed items to be voted upon.

Other Matters

The board of directors does not know of any other matter that will be presented for your consideration at the meeting other than the two proposals described herein.

PROPOSAL NO. 1:  ELECTION OF DIRECTORS

At the annual meeting, five nominees will be elected as directors.  Our board of directors currently consists of five members, all of whom are standing for re-election at the annual meeting.  The directors elected at the annual meeting will serve until the earlier of (i) the next annual meeting where directors will be appointed, (ii) such director’s successor is elected and qualified, or (iii) until such director’s earlier resignation or removal.

Our board of directors has nominated each of Dr. Pnina Fishman, Dr. Ilan Cohn, Guy Regev, Dr. Roger Kornberg, and Dr. Michael Belkin to stand for re-election at the annual meeting.

When analyzing whether directors and nominees have the experience, qualifications, attributes and skills, individually and taken as a whole, the board of directors focus on the information as summarized in each of the directors’ individual biographies set forth beginning on page 3 in this Information Statement.  The board selected Dr. Fishman to serve as a director because of her extensive scientific track record, biotechnology management expertise, preclinical and clinical trials management capabilities and her deep acquaintance with Can-Fite and its CF101 technology.  The board selected Dr. Cohn to serve as a director because of his expertise in intellectual property and licensing transactions, his business development experience and his deep acquaintance with Can-Fite and its technology.  The board selected Mr. Regev to serve as a director because of his financial background and experience in accounting, financial and general management.  The board selected Dr. Kornberg to serve as a director because of his academic and practical experience in the pharmaceutical industry and his world renown as a leading scientist.  The board selected Dr. Belkin to serve as a director because of his deep medical and entrepreneurial expertise in the ophthalmic field.

These director nominees will be voted upon by the holders of our common stock at the annual meeting.

We expect each of the five director nominees to be able to serve, if elected.  If any nominee is not able to serve, ballots will be counted to determine the election of the remainder of those nominated.

Each director nominee so elected at the annual meeting will hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal.

Vote Required and Recommendation of Our Board of Directors

The affirmative vote of a plurality of the votes cast at the annual meeting is required for the election of each of the five director nominees.  You may vote “for” or “against” one or more director nominees or you may “abstain” as to one or more director nominees.  A properly executed ballot marked “abstain” as to the election of one or more director nominees will not be counted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.  Stockholders do not have the right to cumulate their votes for directors.

Our board of directors unanimously recommends that you vote “FOR” the election

of each of the director nominees named above.

NOMINEES FOR DIRECTORS AND EXECUTIVE OFFICERS

Current Management

The following table sets forth as of April 11, 2014, the name and age of, and position or positions held by, our executive officers and directors and nominees (all of whom are incumbent directors) to be elected at the annual meeting, and the employment background of these persons:

* Nominee for re-election at the 2014 annual shareholders meeting.

Directors are elected to hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal.  Annual meetings of the stockholders, for the election of directors to succeed those whose terms expire, are to be held at such time each year as designated by the Board of Directors, which date shall be within 13 months of the last annual meeting of stockholders.  Officers of the Company are elected by the Board of Directors, which is required to consider that subject at its first meeting after every annual meeting of stockholders.  Each officer holds his office until his successor is elected and qualified or until his earlier resignation or removal.

There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director.

Director Independence

Our securities are not listed on a national securities exchange or in an inter-dealer quotation system which has requirements that directors be independent.  Therefore, we have adopted the independence standards of the NYSE MKT LLC (formerly known as the American Stock Exchange) to determine the independence of our directors and those directors serving on our committees.  These standards provide that a person will be considered an independent director if he or she is not an officer of the company and is, in the view of the company’s board of directors, free of any relationship that would interfere with the exercise of independent judgment.  Our board of directors has determined that Roger Kornberg and Michael Belkin meet this standard, and therefore, would be considered to be independent.

Legal Proceedings

During the past ten years there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors or executive officers.

We are not aware of any legal proceedings in which any director, officer or affiliate of our company, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, or affiliate of our company, or security holder is a party adverse to us or our subsidiary or has a material interest adverse to us or our subsidiary.

Code of Ethics

We have not adopted a code of ethics that applies to our officers, directors and employees but plan to do so during the fiscal year ending December 31, 2014.

Meetings and Committees of the Board of Directors

During 2013, the Board of Directors held 12 meetings and acted by unanimous written consent seven times.  Dr. Fishman and Messrs. Cohn and Regev attended at least 75% of the total number of meetings of the board of directors and committees (if any) on which they served that were held during 2013.  Dr. Belkin, who was appointed as a director on July 2, 2013, attended at least 75% of the total meetings of the board of directors and committees, if any, during the portion of 2013 during which he served as a director.  The annual meeting of shareholders was held on May 9, 2013 at which Dr. Fishman was present.

We currently have no committees organized but we plan to organize an audit committee, a compensation committee, and a nominating and corporate governance committee during the fiscal year ending December 31, 2014.  Because of its small size, the Board carries out the duties of the committees. In selecting nominees for directorships, the Board considers a broad range of characteristics related to qualifications, background and diversity of nominees based on our current business needs.  The Board has not adopted written guidelines regarding nominees for director.  There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Board Leadership Structure and Role in Risk Oversight

In accordance with our Bylaws, the Board elects our officers, including our Chief Executive Officer, Chief Financial Officer, and such other officers as the Board may appoint from time to time.  The Board has currently separated the positions of Chairman of the Board and Chief Executive Officer, and Dr. Pnina Fishman currently serves as our Chairman and Barak Singer currently serves as our Chief Executive Officer.  The Board periodically considers whether changes to our overall leadership structure are appropriate.

Our Chairman is responsible for chairing meetings of the Board.  Our Bylaws provide that if our Chairman is unable to preside at meetings of the Board, our Chief Executive Officer, if such officer is a director, shall preside at such meetings.  Our Chairman is also responsible for chairing meetings of shareholders.  In her absence, the Board may appoint another party to chair the shareholders’ meeting.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success.  We face a number of risks, including strategic risks, enterprise risks, financial risks, regulatory risks, and others.  Management is responsible for the day-to-day management of risks the company faces, while our board of directors, as a whole, has responsibility for the oversight of risk management.  In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The Board believes that full and open communication between management and the Board is essential for effective risk management and oversight.  Our Chairman meets regularly with our Chief Executive Officer and Chief Financial Officer to discuss strategy and risks facing our business.  Senior management attends board meetings and is available to address any questions or concerns raised by our board of directors on risk management-related and any other matters.  The Board receives presentations from senior management on strategic matters involving our operations and intends to hold regular strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for our business.

Communications by Stockholders with Directors

The Company encourages stockholder communications to our board of directors and/or individual directors.  Stockholders who wish to communicate with our board of directors or an individual director should send their communications to the care of Ronen Kantor, Secretary, OphthaliX Inc., 12 Abba Hillel Silver Road, Ramat Gan, Israel 52506.  Mr. Kantor will maintain a log of such communications and will transmit as soon as practicable such communications to the Chairman of the Board or to the identified individual director(s), although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently, as determined by Mr. Kantor.

Director Attendance at Annual Meetings

We will make every effort to schedule our annual meeting of stockholders at a time and date to accommodate attendance by directors taking into account the directors’ schedules.  While all directors are encouraged to attend our annual meeting of stockholders, there is no formal policy as to their attendance at annual meetings of stockholders.

EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth information concerning the annual compensation awarded to, earned by, or paid to the following named executive officers for all services rendered in all capacities to our company for the years ended December 31, 2013 and 2012.

SUMMARY COMPENSATION TABLE

⁽¹⁾

Amounts shown represent base salary earned or paid during the fiscal year pursuant to management service agreements described below.

⁽²⁾

Amounts shown represents the fair value recorded as an expenses in the financial statements.

⁽³⁾

Amount shown represents social benefits paid in addition to the base salary.

⁽⁴⁾

On February 28, 2013, our Board of Directors approved the termination of Dr. Gil Ben-Menachem as our Chief Executive Officer which followed the termination of his employment on February 25, 2013.  Also on February 28, 2013, the Board appointed Barak Singer as the Chief Executive Officer of the Company.

Executive Employment Agreements

Barak Singer

In connection with Mr. Singer’s appointment as Chief Executive Officer, on February 28, 2013, the Board of Directors approved an amendment dated February 28, 2013 (the “Amendment”) to the existing Employment and Non-Competition Agreement (the “Employment Agreement”) dated February 22, 2011 between Can-Fite and Mr. Singer whereby Mr. Singer will serve as Chief Executive officer of OphthaliX while at the same time continuing to serve as Vice-President of Business Development of Can-Fite.  He devotes approximately 50% of his time to each position and we pay one-half of the costs under the Employment Agreement.  Mr. Singer’s monthly base salary under the Employment Agreement is NIS 45,000 (approximately US$11,782), of which we pay one-half.  He also participates in a pension plan and in a severance plan.  Under the terms of the Employment Agreement he is entitled to 20 days paid vacation and 18 days paid sick leave per year as well as a lease for a vehicle (including maintenance and expense) for his use during the term of the Employment Agreement. We pay one–half of these costs.  The term of the Employment Agreement is for an indefinite period of time; provided, however, that Can-Fite may terminate Mr. Singer’s employment upon 60-days prior written notice, we may terminate Mr. Singer’s service as our Chief Executive Officer upon 60-days prior written notice and Mr. Singer may terminate his service as our Chief Executive Officer upon 60-days prior written notice.

Bonus

During the term of the Employment Agreement, Mr. Singer will be eligible to receive a bonus from us upon our achieving certain milestones including the following: 1) upon successful completion of an equity fundraising of an amount in excess of five million US Dollars (US$5,000,000), Mr. Singer will be entitled to receive a bonus payment equal to his then applicable monthly salary; and 2) upon commencement of the second phase 3 clinical trial in relation to CF101 for the treatment of dry eye syndrome, Mr. Singer will be entitled to receive a bonus payment equal to his then applicable monthly salary.

Option Awards

On April 22, 2013, pursuant to the Employment Agreement, the Board of Directors approved the grant of options to acquire 104,412 shares of common stock of the Company (the “Time Based Options”) in accordance with the terms of the 2012 Stock Incentive Plan, as amended (the “Plan”).  The Time Based Options vest over a period of three years on a quarterly basis over twelve consecutive quarters from the date of commencement of the employment of Mr. Singer with the Company (February 28, 2013).  The exercise price of the Time Based Options is $5.2906.  The Board of Directors also approved the grant of options to acquire 104,412 shares of common stock of the Company in accordance with the Plan to vest upon the achievement of the following milestones by the Company (the "Success Based Options"), as set forth below:

·

34,804 options representing one third of the Success Based Options to vest upon the commencement of the trading of the Company's securities on Nasdaq or NYSE MKT LLC;

·

34,804 options representing one third of the Success Based Options to vest upon the completion of an out-license transaction in relation to any product of the Company; and

·

34,804 options representing the remaining third of the Success Based Options to vest upon the commencement of a phase 3 clinical trial of CF-101 for Glaucoma (and in the unlikely event that the phase 2 trial is unsuccessful, then the Board of Directors will allocate a different milestone).

The exercise price of the Success Based Options $5.2906.

Dr. Gil Ben-Menachem

The Board of Directors approved an Employment Agreement (the “EA”) with Dr. Ben-Menachem which was effective January 1, 2013.  For the first three months of the EA, Dr. Ben-Menachem was to receive monthly compensation of NIS 45,000 (approximately US$11,782) and thereafter he would receive NIS 50,000 (approximately US$13,091).  He also was to participate in a pension plan and in a severance plan.  Under the terms of the EA he was be entitled to 20 days paid vacation and 18 days paid sick leave per year.  We were to lease a vehicle for Dr. Ben-Menachem’s use during the term of the EA and pay for its maintenance and expense.

Bonus

In addition to his base salary, Dr. Ben-Menachem was eligible to receive a success bonus equal to one times his then applicable monthly salary based upon reaching each of the following milestones:

·

Upon completion of equity funding by the Company in excess of US$5,000,000; or

·

Upon commencement of the second phase 3 clinical trial in relation to CF101 for the treatment of dry eye syndrome.

Options

We had also agreed to grant time-based options to Dr. Ben-Menachem equal to 1% of our issued and outstanding share capital.  These options were to vest quarterly over a three-year period and were to be exercisable at a price equal to the stock price of our common stock on the date of grant.  In addition, we had agreed to grant performance based options to Dr. Ben-Menachem in the same amount as the time-based options upon achievement of the following milestones by the Company:

·

One-third upon commencement of trading of the Company’s stock on Nasdaq or NYSE MKT LLC (formerly the American Stock Exchange);

·

One-third upon completion of an out-license transaction in relation to any product of the Company; and

·

One-third upon commencement of a phase 3 clinical trial of the CF-101 for Glaucoma (or other milestone to be determined by the Board if this trial is unsuccessful).

The EA was terminable by either party upon 90-days’ prior written notice, except for termination for cause which would be effective immediately upon notice.   The EA was also terminable upon Dr. Ben-Menachem reaching retirement age under Israeli law or upon his death or disability.

On February 28, 2013, our Board of Directors approved the termination of Dr. Gil Ben-Menachem as our Chief Executive Officer which followed the termination of his employment on February 25, 2013. All of Dr. Ben-Menachem options are no longer valid.

Effect on Fractional Stockholders Equity Awards

Stockholders will not receive fractional post-reverse stock split shares in connection with the Reverse Split and we will not be paying any cash to stockholders for any fractional shares from the Reverse Split.  Instead, any resulting fractional shares shall be rounded up to the nearest whole number.

Federal Income Tax Consequences of the Reverse Split

Circular 230 Notice:

The tax discussion contained in this Consent Solicitation Statement is not in the form of a covered opinion within the meaning of Circular 230 issued by the United States Secretary of the Treasury.  Thus, we are required to inform you that you cannot rely upon any discussion contained in this document for the purpose of avoiding U.S. federal tax penalties.  The tax summary contained in this document was written to support the promotion or marketing of the transactions or matters described in it. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

The following is a summarytable provides information on stock and option awards held by our named executive officers as of December 31, 2013:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

⁽¹⁾

Includes 104,412 “Success-Based” Options and 78,309 “Time-Based” Options.

On February 6, 2012, the Board of Directors and the shareholders adopted the 2012 Stock Incentive Plan (the “Plan”).  The purpose of the material federal income tax consequencesPlan is to advance the interests of the proposed Reverse Split.  This discussion is based onCompany’s stockholders by enhancing the Internal Revenue Code,Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Treasury Regulations promulgated thereunder, judicial opinions, published positionsCompany and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Internal Revenue Service,Company’s stockholders.

There are 1,088,888 shares of common stock authorized for non-statutory and all other applicable authorities as ofincentive stock options, restricted stock units, and stock grants under the date of this document, all ofPlan, which are subject to change (possibly with retroactive effect).  This discussion does not describeadjustment in the event of stock splits, stock dividends, and other situations.

The Plan is administered by the Board of Directors.  The persons eligible to participate in the plan are as follows: all of the tax consequences that may be relevantCompany’s employees, officers and directors, as well as consultants and advisors to a holder in lightthe Company (as such terms consultants and advisors are defined and interpreted for purposes of his particular circumstances or to holders subject to special rules (such as dealers in securities, financial institutions, insurance companies, tax-exempt organizations, foreign individuals and entities, and persons who acquired their shares as compensation).  In addition, this summary is limited to stockholders that hold their shares as capital assets.  This discussion also does not address any tax consequences arisingForm S-8 under the lawsSecurities Act of 1933, as amended, or any successor form) are eligible to be granted Awards under the Plan.  Each person who is granted an Award under the Plan is deemed a “Participant.”  “Award” means Options (as defined in Section 5(a)), “Restricted Stock” (as defined in Section 6(a)), “Restricted Stock Units” (as defined in Section 6(a)), “Other Stock-Based Awards” (as defined in Section 7(a)) and “Performance Awards” (as defined in Section 8(a)). follows: (a) employees of our company and any of its subsidiaries; (b) non-employee members of the board or non-employee members of the Board of Directors of any state, localof its subsidiaries; and (c) consultants and other independent advisors who provide services to us or foreign jurisdiction.

ACCORDINGLY, EACH STOCKHOLDER IS STRONGLY URGED TO CONSULT WITH A TAX ADVISER TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX CONSEQUENCES TO SUCH STOCKHOLDER OF THE REVERSE SPLIT.

No gain or loss should be recognized by a stockholder upon such stockholder’s exchangeany of pre-Reverse Split shares for post-Reverse Split shares pursuant to the Reverse Split.  The aggregate tax basis of the post-Reverse Split shares received in the Reverse Split will be the same as the stockholder’s aggregate tax basis in the pre-Reverse Split shares exchanged therefore.  The stockholder’s holding period for the post-Reverse Split shares will include the period during which the stockholder held the pre-Reverse Split shares surrendered in the Reverse Split.our subsidiaries.

The tax treatment of each stockholder may vary depending upon the particular facts and circumstances of such stockholder.  Each stockholder is urged to consult with such stockholder’s own tax advisor with respect to the tax consequences of the Reverse Split.  Each stockholder should consult with his or her own tax advisor with respect toPlan will continue in effect until all of the potential tax consequencesstock available for grant or issuance has been acquired through exercise of options or grants of shares, or until February 6, 2022, whichever is earlier.  The Plan may also be terminated in the event of certain corporate transactions such as a merger or consolidation or the sale, transfer or other disposition of all or substantially all of our assets.

On January 29, 2013, the Board of Directors conditionally approved the adoption of an annex (the “Annex”) to him or herthe Plan.  Approval of the Reverse Split.

Accounting Consequences of the Reverse Split

The par value per share of the Common Stock will remain unchanged at $0.001 per share after the Reverse Split.  As a result, on the Effective Date of the Reverse Split, all shares of Common Stock, warrants and options amounts in the financial statements will be adjusted to give retroactive effect to these reverse splits for all periods presented. Consequently, stated capital attributable to the Common Stock will be reduced and additional paid-in-capital will be increased by the amount by which stated capital is reduced.  Per share net income or loss will be increased because there will be fewer shares of Common Stock outstanding.  The Company does not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the Reverse Split.

Regulatory Approvals

There are no federal or state regulatory requirements that must be complied with or approval that must be obtained in connection with the Reverse Split.

Termination, Abandonment or Amendment of the Reverse Split

We anticipate that the Reverse Split will become effective upon (i) the filing by us with the Delaware Secretary of State of a Certificate of Amendment to the Certificate of Incorporation, reflecting the amendment, pursuant to Section 242 of the DGCL, and (ii) 20 days have passed since this Consent Solicitation Statement was sent to stockholders (the “Effective Date”).  However, at any time before the Effective Date, the Reverse Split may be abandoned for any reason whatsoeverAnnex by the Board of Directors notwithstandingwas contingent upon the following: 1) 30 days elapsing since approval of the stockholders.Annex by the Board of Directors, and 2) filing with Israeli income tax authorities (the “Tax Authorities”).  On February 7, 2013, the Annex was filed with the Tax Authorities and on March 8, 2013, the Annex became effective.

The Annex applies only to grantees who are residents of the State of Israel at the date of grant or those who are deemed to be residents of the State of Israel for the payment of tax at the date of grant.  U.S. tax rules and regulations will not apply to any grants to a grantee who is a resident of the State of Israel at the date of grant or those who are deemed to be residents of the State of Israel for the payment of tax at the date of grant.

The purpose of the approval and adoption of the Annex is to harmonize the terms and conditions of the Plan with applicable Israeli law and provide specific provisions regarding optionees who are subject to Section 102(a) of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”).  The Annex is intended to promote the interests of the Company by providing present and future officers of the Company, other employees of the Company (including directors of Company who are also employees of the Company) and consultants of the Company with an incentive to enter into and continue in the employ of the Company and to acquire a proprietary interest in the long-term success of the Company.  The Company’s Board of Directors shall have the authority to determine additional persons which will be granted rights under the Annex.

Stock Options.  Pursuant to the Annex, the Board of Directors of the Company is authorized to grant stock options to persons subject to the Ordinance.  The Board of Directors of the Company may grant to employees, officers, and directors options under Section 102 of the Ordinance (“102 Options”) and to consultants and other service providers options under Section 3(i) of the Ordinance (“3(i) Options”).  The Board of Directors of the Company may designate 102 Options as “Approved 102 Options,” for which the options and shares upon exercise must be held in trust and granted through a trustee, and as “Unapproved 102 Options,” for which the options and shares upon exercise do not have to be held in trust.  As described further below, the type of option and duration of time the option and shares upon exercise are held in trust will determine the tax consequences to the participant.  Of the Approved 102 Options, the Board of Directors of the Company may grant options as “Work Income Options,” for which the options and shares upon exercise must be held in trust for 12 months from the date of grant, or as “Capital Gain Options,” for which the options and shares upon exercise must be held in trust for 24 months from the date of grant.  If the requirements of the Approved 102 Options are not met, the options are regarded as Unapproved 102 Options.  3(i) Options and the shares upon exercise may be held in trust as well, depending upon the agreement between the Board of Directors of the Company, optionee, and the trustee of the trust.  Approved 102 Options which have been granted as "Capital Gains Options" enable the optionee to pay capital gains tax on such option provided the terms of the grant and Section 102 of the Ordinance have been met whilst all other option grants under the Annex are treated as regular income and are subject to the taxation applicable thereto.  The trustee appointed under the Annex is required to qualify as a trustee under Section 102 of the Ordinance and shall hold any options granted under the Annex in trust for the respective holding periods as designated under the Annex and Section 102 of the Ordinance.  The grant of options under the Annex requires the delivery of a grant notification letter to each optionee in which all the relevant terms and conditions of such grant are set out.  The grant notification letter may include additional matters relating to the vesting of the options, exercise periods, events of termination of employment, etc.  The Annex sets out that for as long as options or shares purchased pursuant to thereto are held by the trustee on behalf of the optionee, all rights of the optionee over the shares are personal, cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution. The Annex shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

Compensation of Directors

DIRECTOR COMPENSATION

⁽¹⁾

The estimated value of options awarded was determined in accordance with FASB ASC 718; see Note 1 in the footnotes to the Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2013.  Amounts reported do not reflect amounts actually received by the director.

⁽²⁾

In connection with the appointments of Messrs. Kornberg and Belkin, the Company entered into agreements to pay director fees for attendance at meetings of the Board of Directors or any committee of the Board. Messrs. Kornberg and Belkin will each receive US$2,000 for attendance in person at a meeting of the Board, US$750 for attendance by telephone at a meeting of the Board, and US$750 for attendance at each meeting of any committee of the Board.

⁽³⁾

On January 26, 2013, the Company granted to Dr. Kornberg ten-year options to purchase 52,222 common shares of the Company at $9.00 per share. The options vest as follows: 4,351 on March 31, 2012 and 4,351 on the last day of each month thereafter so long as he remains a director until fully vested.  The options were granted under the Company’s 2012 Stock Incentive Plan.

⁽⁴⁾

On July 1, 2013, the Company granted to Dr. Belkin ten-year options to purchase 52,222 common shares of the Company at $9.00 per share. The options vest as follows: 4,351 on March 31, 2012 and 4,351 on the last day of each month thereafter so long as he remains a director until fully vested.  The options were granted under the Company’s 2012 Stock Incentive Plan.

We are currently considering the precise composition of our director compensation policy.  We may adopt a policy of paying independent directors an annual retainer, stock options and a fee for attendance at board and committee meetings.  We anticipate reimbursing each director for reasonable travel expenses related to such director’s attendance at board and committee meetings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the ownership of our Common Stockcommon stock as of July 12, 2013,April 8, 2014, of (i) each person who is known to us to be the beneficial owner of more than five5 percent of our Common Stock,common stock, without regard to any limitations on conversion or exercise of convertible securities or warrants; (ii) all directors and named executive officers; and (iii) our directors and executive officers as a group.  The table also sets forth certain information concerning the ownership of ordinary shares of Can-Fite Biopharma Ltd,BioPharma Ltd., an Israeli public company (“Can-Fite”),the parent of our Company, as of July 12, 2013,April 8, 2014, by (i) each of our directors and named executive officers, and (ii) our directors and executive officers as a group.

* Less than 1%

⁽¹⁾

This table is based upon information supplied by officers, directors and principal stockholders and is believed to be accurate.  Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of Common Stockcommon stock subject to options, warrants, or other conversion privileges currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding such option, warrant, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person.  Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these shares is designated in the footnotes to this table.  At July 12, 2013,April 2, 2014, we had 46,985,51710,441,251 common shares outstanding and Can-Fite had 14,272,46118,114,765 ordinary shares outstanding, giving effect to a reverse split effective May 12, 2013.outstanding.

⁽²⁾

Includes 21,850 warrants.

⁽³⁾ Includes(i) 263,433 ordinary shares, 60,000 registered warrants (Series 8) to purchase 2,400 ordinary shares,(ii) 90,000 registered warrants (Series 9) to purchase 3,600 ordinary shares at an exercise price of NIS 0.85 per warrant and expiring on May 1, 2015, and (iii) 7,570,761 unregistered options to purchase 302,830 ordinary shares.shares, of which 4,890,761 options have an exercise price of NIS 0.50 per option and expire on August 23, 2016 and 2,680,000 options have an exercise price of NIS 0.644 per option and expire on January 13, 2021. All such warrants and options are fully vested.

⁽⁴⁾⁽³⁾

Includes 118,447(i) 133,567 ordinary shares, 28,000 registered warrants (Series 8) to purchase 1,120 ordinary shares, 42,000(ii) 420,000 registered warrants (Series 9) to purchase 1,68016,800 ordinary shares at an exercise price of NIS 0.85 per warrant and expiring on May 1, 2015, and (iii) 2,032,136 unregistered options to purchase 81,285 ordinary shares.shares at an exercise price of NIS 1.247 per option and expiring on March 20, 2017. All such warrants and options are fully vested.

⁽⁵⁾⁽⁴⁾

Includes 156,22556,787 shares of Common Stockcommon stock held in a brokerage account.

⁽⁶⁾⁽⁵⁾

Includes (i) 24,240 ordinary shares, 24,000 registered warrants (Series 8) to purchase 960 ordinary shares and(ii) 36,000 registered warrants (Series 9) to purchase 1,440 ordinary shares at an exercise price of NIS 0.85 per warrant and expiring on May 1, 2015, (iii) 250,000 registered warrants (Series 10) to purchase 10,000 ordinary shares at an exercise price of NIS 0.394 per warrant and expiring on October 31, 2015, (iv) 250,000 registered warrants (Series 11) to purchase 10,000 ordinary shares at an exercise price of NIS 0.392 per warrant and 140,625expiring on April 30, 2016, and (v) 187,500 unregistered options to purchase 5,625are exercisable into 10,000 ordinary shares.shares at an exercise price of NIS 0.60 per option and expire on May 2, 2023.

⁽⁶⁾

Represents 39,166 shares of common stock issuable upon exercise of vested options.

⁽⁷⁾

Represents 117,50013,055 shares of Common Stockcommon stock issuable upon exercise of vested options.

⁽⁸⁾

Represents 78,31043,505 shares of Common Stockcommon stock issuable upon exercise of vested options.

⁽⁹⁾Represents 31,823

Includes 274,375 unregistered options to purchase 10,975 ordinary shares, of Common Stockwhich (i) 186,875 have an are exercisable into 7,475 ordinary shares at an exercise price of NIS 0.754 per option and expire on February 21, 2021, (ii) 56,250 are exercisable into 2,250 ordinary shares at an exercise price of NIS 0.385 per option and expire on May 2, 2022 and (iii) 31,250 are exercisable into 4,000 ordinary shares at an exercise price of NIS 0.326 per option and expire on March 20, 2023.

⁽¹⁰⁾

Represents 8,703 shares of common stock issuable upon exercise of vested options.

^(10)(11)

Includes 3,427,417(i) 200,000 registered warrants (Series 10) to purchase 8,000 ordinary shares at an exercise price of NIS 0.394 per warrant and expiring on October 31, 2015, (ii) 400,000 registered warrants (Series 11) to purchase 16,000 ordinary shares at an exercise price of NIS 0.392 per warrant and expiring on April 30, 2016.

⁽¹²⁾

Includes 761,648 shares of Common Stockcommon stock issuable to Can-Fite upon the exercise of warrants.  The beneficial owner of Can-Fite holding 5% or more of Can-Fite’s outstanding ordinary shares is Shaked Global at 8.57%6.8%.

CHANGE OF CONTROLSecurities Authorized for Issuance under Equity Compensation Plan

The following table sets forth as of December 31, 2013, certain information with respect to compensation plans (including individual compensation arrangements) under which our common stock is authorized for issuance:

EQUITY COMPENSATION PLAN INFORMATION

⁽¹⁾

Represents options granted under our 2012 Stock Incentive Plan, as amended

⁽²⁾

Represents shares available for future issuance under the 2012 Stock Incentive Plan, as amended.

See above for information regarding the 2012 Stock Incentive Plan, as amended.

Warrants

A total of 1,203,448 warrants were issued in connection with the reverse merger transaction which took place on November 21, 2011. It includes 598,438 warrants with an exercise price of $5.148 and 605,010 warrants with an exercise price of $7.74.

Change of Control

There are no arrangements or understandings, known to us, including any pledge by any person of our securities:

·

The operation of which may at a subsequent date result in a change in control of the Company; or

·

With respect to the election of directors or other matters.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who own more than 10% of our outstanding Common Stock to file with the Securities and Exchange Commission initial reports of ownership and changes in ownership of our Common Stock.  Such individuals are also required to furnish us with copies of all such ownership reports they file.  The following table identifies each person who, at any time during the fiscal year ended December 31, 2013, was a director, officer, or beneficial owner of more than 10% of our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 17, 2013, the Company sold 268,095 Ordinary shares of Can-Fite Biopharma Ltd (“Can-Fite”) on the open market for a total of $510,714.  Can-Fite is quoted on the Tel Aviv Stock Exchange as “CFBI” and is our majority shareholder.  After the sale, we owned 446,827 post-reverse split Ordinary shares of Can-Fite.

On May 9, 2013, we granted options, which were modified on May 29, 2013 as to number and exercise price, to purchase 13,055 shares of our common stock to Itay Weinstein, our Chief Financial Officer. These options have an exercise price of $9.00 per share and expire on May 29, 2023. 50% of these options vested immediately and the remaining will vest over a period of three years on a quarterly basis for 12 consecutive quarters from the date of the grant. Also, on May 9, 2013 (as modified on May 29, 2013), our Board of Directors approved the grant of options, with the same terms as the options granted to Mr. Weinstein, to certain members of our Board of Directors, our Secretary and a director of EyeFite. The option grants to our Secretary and the EyeFite director were made but later rescinded by our Board of Directors on June 13, 2013 and the respective grantees waived any rights in and to such options. The options to be granted to the members of our Board of Directors, which also required the approval of our stockholders, were never granted due to the failure to obtain such stockholder approval.

On November 21, 2011, we completed a transaction (the “Transaction”) with Can-Fite by which it became the principal shareholder through the issuance of 8,000,000 shares of our common stock in exchange for all of the issued and outstanding common stock of Eyefite.  In connection with the Transaction, Eyefite and Can-Fite entered into a License Agreement pursuant to which Can-Fite granted to Eyefite a sole and exclusive worldwide license for the use of CF101, Can-Fite’s therapeutic drug candidate, solely in the field of ophthalmic diseases (“CF101”).  Pursuant to the License Agreement, Eyefite agreed to make royalty and milestone payments, with a minimum annual royalty payment of $25,000 to the NIH.  Eyefite and Can-Fite also entered into a Services Agreement (the “Services Agreement”) under which Can-Fite agreed to manage all activities relating to pre-clinical and clinical studies performed for the development of the ophthalmic indications of CF101.

From the date of the Services Agreement on November 21, 2011, through December 31, 2012, Eyefite paid $1,470,362 to Can-Fite for its services.  Can-Fite has agreed to defer receiving payments owed under the Services Agreement from January 31, 2013 for the performance of clinical trials of CF101 in ophthalmic indications until the completion of a fundraising by the Company and in no event in excess of the available cash of the Company after the fulfillment of its obligations to other creditors at that time. We will pay interest at the rate of 3% per annum from the date of each quarterly invoice issued by Can-Fite until the deferred payment is satisfied. On February 28, 2013, the Board of Directors approved Can-Fite’s offer to defer payments under the Agreement. As December 31, 2013 the deferred payments to Can-Fite totaled $1,473,000. Dr. Fishman, our Chairman, is also the Chief Executive Officer of Can-Fite and Messrs. Cohn and Regev, two of our directors, are also directors of Can-Fite.  Barak Singer, our Chief Executive Officer, is also VP business Development of Can-Fite. Itay Weinstein, our Chief Financial Officer, is also the controller for Can-Fite.

Also in connection with the Transaction, we issued a warrant agreement (the “Warrant”) to Can-Fite by which Can-Fite has the right, at any time from November 21, 2011, until the earlier of (a) the November 21, 2016 and (b) the closing of the acquisition of our Company by another entity, resulting in the exchange of the our outstanding shares such that our stockholders prior to such transaction own, directly or indirectly, less than 50% of the voting power of the surviving entity, to convert its right to an additional fee (equal to 2.5% of any revenues received by the Company for rights to CF101 from third-party sublicenses including upfront payments, developmental or commercial milestones, royalties and any similar payments) under the Services Agreement into 480,022 shares of our common stock (subject to adjustment in certain circumstances).  The per share purchase price for the shares shall be $5.148.  The Warrant may be exercised on either a cash or a cashless basis, provided that if the Warrant is exercised on a cashless basis, the Warrant must be exercised in whole, not in part.  

Also in connection with the Transaction, we issued to Can-Fite and each of the other investors in the Transaction, for each four shares of the Company’s common stock purchased in the financing accord as part of the Transaction, nine warrants valid for a period of five years from the closing of the Transaction to acquire two share of the Company for an exercise price of $7.74. Can-Fite owns 281,626 warrants according to this arrangement.

PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young audited our consolidated financial statements for the year ended December 31, 2013.  Ernst & Young has served as our independent registered public accounting firm since December 1, 2011, and has audited our consolidated financial statements for the years ended December 31, 2011, 2012, and 2013.  The Board of Directors has appointed Ernst & Young to serve as our independent registered public accounting firm for the year ending December 31, 2014.

While we are not required to submit the appointment of our independent registered public accounting firm to a vote of stockholders for ratification, our board of directors is doing so as a matter of good corporate practice.  If stockholders fail to ratify the appointment, the Board of Directors will reconsider whether to retain Ernst & Young, and may retain that firm or another without re-submitting the matter to our stockholders.   Even if our stockholders ratify the appointment, the Board of Directors may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be advisable and in the best interests of us and our stockholders.

Representatives of Ernst & Young are not expected to be present at the annual meeting.

Vote Required and Recommendation of our Board of Directors

The affirmative vote of the holders of a majority of all shares casting votes at the annual meeting is required to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2014.

Our board of directors unanimously recommends a vote “FOR” this proposal.

SERVICES PROVIDED BY THE INDEPENDENT PUBLIC ACCOUNTANT AND FEES PAID

Audit Fee

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statement and review of financial statements included in our 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $55,000 for fiscal year ended 2013 and $55,500 for fiscal year ended 2012.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported above were $0 for fiscal year ended 2013 and $0 for fiscal year ended 2012.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $4,000 for fiscal year ended 2013 and $3,000 for fiscal year ended 2012.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $14,000 for fiscal year ended 2013 and $0 for fiscal year ended 2012.

We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee.  Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.  We do not rely on pre-approval policies and procedures.

ANNUAL REPORT

The Company’s Annual Report on Form 10-K for the year ended December 31, 2013, is being mailed to each shareholder of record on or about April 24, 2014, with this Information Statement.

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS

Stockholders may present proper proposals for inclusion in the Company’s information statement and for consideration at the next annual meeting of its stockholders by submitting their proposals to the Company in a timely manner.  In order to be considered for inclusion for the 2015 annual stockholders’ meeting, stockholder proposals must have been received by the Company no later than December 31, 2014.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company at any time since the beginning of the last fiscal year, nor any individual nominated to be a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, other than elections to office, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the annual meeting.

SHAREHOLDERS SHARING AN ADDRESS

The Company will deliver only one Consent SolicitationInformation Statement to multiple stockholdersshareholders sharing an address unless the Company has received contrary instructions from one or more of the stockholders.shareholders.  The Company undertakes to deliver promptly, upon written or oral request, a separate copy of the Consent SolicitationInformation Statement to a stockholdershareholder at a shared address to which a single copy of the Consent Solicitation Statementinformation statement is delivered.  A stockholdershareholder can notify the Company that the stockholdershareholder wishes to receive a separate copy of the Consent SolicitationInformation Statement by contacting the Company at the address or phone number set forth below.  Conversely, if multiple stockholdersshareholders sharing an address receive multiple Consent SolicitationInformation Statements and wish to receive only one, such stockholdersshareholders can notify the Company at the address or phone number set forth below.above.

OTHER MATTERS

AVAILABILITY OF REPORT ON FORM 10-KOur board of directors does not intend to bring any matters before the annual meeting other than those specifically set forth in the notice of the annual meeting and, as of the date of this information statement, does not know of any matters to be brought before the annual meeting by others.  If any other matters properly come before the annual meeting, or any adjournment or postponement of the annual meeting, it is the intention of the persons named in the accompanying proxy to vote those proxies on such matters in accordance with their best judgment.

Copies of our Annual Report on Form 10-K for the year ended December 31, 2012, including financial statements and schedules, are available on our website at http://www.ophthalix.com and will be provided upon written request, without charge, to any person whose proxy is being solicited. Written requests should be made to OphthaliX Inc., Attn: Ronen Kantor, Secretary, at 10 Bareket Street, Petach Tikva, Israel 4951778.

ADDITIONALWHERE YOU CAN FIND MORE INFORMATION

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended.  Accordingly, we file annual, quarterly and specialfiles reports proxy statements and other information with the SEC.  YouSuch reports and other information filed by the Company may readbe inspected and copy any document we filecopied at the SEC’s public reference roomPublic Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You should20549, as well as in the SEC’s public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC’s public reference rooms.  OurThe SEC filings will also be available tomaintains an Internet site that contains reports, proxy statements and other information about issuers, like us, who file electronically with the public atSEC.  The address of the SEC’s web site at ishttp://www.sec.gov.

The Company will provide without charge, to each person to whom an Consent Solicitation Statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any and all of the information that has been incorporated by reference in this Consent Solicitation Statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the Consent Solicitation Statement incorporates)www.sec.gov.  Such requests should be directed to the address and phone number indicated below.  This includes information contained in documents filed subsequent to the date on which definitive copies of the Consent Solicitation Statement are sent or given to security holders, up to the date of responding to the request.

You may request, and we will voluntarily provide, a copy of our filings, including our annual report, which will contain audited financial statements, at no cost to you, by writing or telephoning us at the following address and telephone number:

OphthaliX Inc.

10 Bareket Street

Petach Tikva, Israel 4951778

Telephone: +(972) 3-9241114

STOCKHOLDER PROPOSALS

There are no proposals by any security holder which are or could have been included within this consent solicitation.

We held our annual meeting of stockholders for the fiscal year ended December 31, 2012 on May 9, 2013.  The Board of Directors has yet to approve the date for the annual meeting of stockholders for the fiscal year ending December 31, 2013. Once the date is determined, the date stockholder proposal deadline will be disclosed.

All stockholder proposals should be submitted to the attention of our Secretary at the address of our principal executive offices.  We urge you to submit any such proposal by a means which will permit proof of the date of delivery, such as certified mail, return receipt requested.

SIGNATURE

Pursuant to the requirements of the Exchange Act of 1934, as amended, the Company has duly caused this Consent Solicitation Statement to be signed on its behalf by the undersigned hereunto authorized.