Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF OCTOBER 2023

COMMISSION FILE NUMBER 001-41084

NeuroSense Therapeutics Ltd.
(Translation of registrant’s name into English)

NeuroSense Therapeutics Ltd.
11 HaMenofim Street, Building B

Herzliya 4672562 Israel
+972-9-7996183
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On April 14, 2023, NeuroSense Therapeutics Ltd. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners with respect to an “at-the-market” offering program (the “ATM Program”), pursuant to which the Company could offer and sell ordinary shares, no par value (the “Shares”), having aggregate gross sales proceeds of up to $5,743,677, from time to time, through A.G.P./Alliance Global Partners as its sales agent. The Company filed a registration statement on Form F-3 (File No. 333-269306) with the Securities and Exchange Commission that was declared effective on January 30, 2023; a prospectus supplement relating to the sale of the Shares under the ATM Program (the “ATM Prospectus”) was filed on April 14, 2023.

A copy of the Sales Agreement was filed as Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on April 14, 2023.

On June 22, 2023, the parties reduced the maximum aggregate offering amount under the ATM Program to $502.230.

On October 1, 2023, the Company sent a notice of termination of the ATM Program, which will be effective as of the close of business on October 4, 2023. As a result of the termination, Company will not offer or sell any ordinary shares in connection with the ATM Program.

On October 2, 2023, the Company issued a press release announcing the end of its At-The-Market equity offering program. A copy of the press release is filed herewith as Exhibit 99.1.

Exhibit Index

Exhibit No.		Description
99.1		Press Release, dated October 2, 2023

This Report on Form 6-K (with respect to exhibit 99.1, only the first paragraph) is hereby incorporated by reference into the registrant’s Registration Statements on Form F-3 (File No. 333-269306) and Form S-8 (File No. 333-262480), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NeuroSense Therapeutics Ltd.

By:	/s/ Alon Ben-Noon
	Name:	Alon Ben-Noon
	Title:	Chief Executive Officer

Date: October 2, 2023

Exhibit 99.1

NeuroSense Ends its At-The-Market Equity Offering Program: Company is
Fully Funded Beyond Clinical Phase 2b ALS Results

Topline clinical data from ALS Phase 2b PARADIGM trial of PrimeC combination therapy is

expected Q4 2023; Company is fully funded into Q2 2024

CAMBRIDGE, Mass., Oct. 2, 2023 /PRNewswire/ -- NeuroSense Therapeutics Ltd. (Nasdaq: NRSN) (“NeuroSense”), a company developing treatments for severe neurodegenerative diseases, today announced it has terminated its previously established “at-the-market” (“ATM”) equity offering program. The termination will take effect at the close of business on October 4th, 2023, following the 3-day termination process of the ATM offering.

“Having completed enrollment in our Phase 2b ALS trial in the second quarter, we continue to dose and monitor patients for the 6-month double blind portion of the study. We also expect to enroll our first patient in our new Phase 2 Alzheimer’s disease study in the coming weeks. With clarity on our R&D and operating expenses, we are confident that our Company is fully funded into the second quarter of 2024,” stated NeuroSense Founder and CEO, Alon Ben-Noon. “With our extensive use of biomarkers in the Phase 2b study, we are optimistic about PrimeC’s mechanism of action and its corresponding clinical results anticipated in Q4 2023.”

About NeuroSense

NeuroSense Therapeutics, Ltd. is a clinical-stage biotechnology company focused on discovering and developing treatments for patients suffering from debilitating neurodegenerative diseases. NeuroSense believes that these diseases, which include amyotrophic lateral sclerosis (ALS), Alzheimer’s disease and Parkinson’s disease, among others, represent one of the most significant unmet medical needs of our time, with limited effective therapeutic options available for patients to date. Due to the complexity of neurodegenerative diseases and based on strong scientific research on a large panel of related biomarkers, NeuroSense’s strategy is to develop combined therapies targeting multiple pathways associated with these diseases.

For additional information, we invite you to visit our website and follow us on LinkedIn and Twitter.

Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on NeuroSense Therapeutics’ current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and include statements regarding the cash runway of the Company, the timing of clinical top-line results of, and the results of, the PARADIGM clinical trial and the timing of a Phase 2 study for Alzheirmer’s disease. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. The future events and trends may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward looking statements. These risks include unexpected R&D costs or operating expenses, a delay in the reporting of clinical top-line results from PARADIGM clinical trial, a delay in patient enrollment for a Phase 2 study for Alzheirmer’s disease; the potential for PrimeC to safely and effectively target ALS; preclinical and clinical data for PrimeC; the timing of current and future clinical trials, timing for reporting data; the development and commercial potential of any product candidates of the company; and other risks and uncertainties set forth in NeuroSense’s filings with the Securities and Exchange Commission (SEC)., You should not rely on these statements as representing our views in the future. More information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 22, 2023. Forward-looking statements contained in this announcement are made as of this date, and NeuroSense Therapeutics Ltd. undertakes no duty to update such information except as required under applicable law.

For further information: Email: info@neurosense-tx.com, Tel: +972 (0)9 799 6183