NeuroSense Therapeutics Ltd. (NeuroSense), a clinical-stage biotechnology company, has filed a prospectus with the SEC under Rule 424(b)(3) for the resale of up to 3,050,964 ordinary shares and ordinary warrants to purchase up to 2,980,000 ordinary shares. The prospectus relates to the potential resale by selling shareholders identified in the prospectus, which includes ordinary shares issuable upon exercise of warrants acquired under a securities purchase agreement dated April 10, 2024, known as the April 2024 Offering. The ordinary shares and warrants were initially offered under exemptions provided by the Securities Act of 1933. The selling shareholders will receive all proceeds from any sales, with NeuroSense incurring offering-related expenses. If the warrants are exercised for cash, NeuroSense will receive the exercise price. The selling shareholders...Show More

NeuroSense Therapeutics Ltd. (NeuroSense), a clinical-stage biotechnology company, has filed a prospectus with the SEC under Rule 424(b)(3) for the resale of up to 3,050,964 ordinary shares and ordinary warrants to purchase up to 2,980,000 ordinary shares. The prospectus relates to the potential resale by selling shareholders identified in the prospectus, which includes ordinary shares issuable upon exercise of warrants acquired under a securities purchase agreement dated April 10, 2024, known as the April 2024 Offering. The ordinary shares and warrants were initially offered under exemptions provided by the Securities Act of 1933. The selling shareholders will receive all proceeds from any sales, with NeuroSense incurring offering-related expenses. If the warrants are exercised for cash, NeuroSense will receive the exercise price. The selling shareholders may sell the shares and warrants through various methods, including public or private transactions. The timing and amount of any sale are at the discretion of the selling shareholder. NeuroSense's ordinary shares and warrants are listed on The Nasdaq Capital Market under the symbols 'NRSN' and 'NRSNW,' respectively. As of May 21, 2024, the closing prices for the ordinary shares and warrants were $1.26 and $0.16, respectively. Investing in NeuroSense's securities involves risks, as detailed in the 'Risk Factors' section starting on page 6 of the prospectus. The date of the prospectus is May 22, 2024.