NeuroSense Therapeutics Ltd 6-K, filed Jul 31, 2026
NeuroSense Therapeutics Ltd. (NRSN)
About this 6-K
NeuroSense Therapeutics Ltd filed this 6-K on July 31, 2026.
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 July 2026
Commission File Number: 001-41084
NeuroSense Therapeutics Ltd.
(Translation of registrant’s name into English)
NeuroSense Therapeutics Ltd.
2 Ha-Tidhar Street
Ra’anana 4366504, Israel
+972-58-7531153
(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 ☐
On July 31, 2026, NeuroSense Therapeutics Ltd. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to its Capital on Demand™ Sales Agreement, dated August 16, 2024 (the “Sales Agreement”), with JonesTrading Institutional Services LLC, as sales agent.
The Amendment updates the Sales Agreement to replace references to the Company’s prior registration statement on Form F-3 (File No. 333-269306) with references to the Company’s registration statement on Form F-3 (File No. 333-293060), which was declared effective by the Securities and Exchange Commission on July 31, 2026, pursuant to which, and the related prospectus supplement dated July 31, 2026, the Company may offer and sell ordinary shares having an aggregate offering price of up to $3,789,822 under the Sales Agreement.
As of July 31, 2026, the Company had sold an aggregate of 6,762,825 ordinary shares under the Sales Agreement for net proceeds of approximately $6.7 million.
Except as amended by the Amendment, the Sales Agreement remains in full force and effect.
The foregoing descriptions of the Amendment and the Sales Agreement are not complete and are qualified in their entirety by reference to (i) the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Report on Form 6-K and (ii) the full text of the Sales Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on August 16, 2024, each of which is incorporated herein by reference.
This Report on Form 6-K shall not constitute an offer to sell, or the solicitation of an offer to buy, the Securities discussed herein, nor shall there be any offer, solicitation, or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This Report on Form 6-K (including the exhibit attached hereto) is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File No. 333-262480 and 333-289658) and Form F-3 (File No. 333-269306, 333-260338, 333-283656, 333-284051, 333-291122 and 333-293060) 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.
1
Exhibit Index
| Exhibit No. |
Description | |
| 10.1 | Form of Amendment No. 1 to the Capital on DemandTM Sales Agreement, dated July 31, 2026, between NeuroSense Therapeutics Ltd. and JonesTrading Institutional Services LLC |
2
SIGNATURES
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. | ||
| Date: July 31, 2026 | By: | /s/ Alon Ben-Noon |
| Alon Ben-Noon | ||
| Chief Executive Officer | ||
3
Exhibit 10.1
AMENDMENT NO. 1 TO
CAPITAL ON DEMANDTM SALES AGREEMENT
July 31, 2026
This Amendment No. 1 (“Amendment No. 1”) amends that certain Capital on DemandTM Sales Agreement, dated August 16, 2024 (the “Agreement”), by and between NeuroSense Therapeutics Ltd. (the “Company”) and JonesTrading Institutional Services LLC as agent (the “Agent”). Defined terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.
WITNESSETH THAT:
WHEREAS, Section 16 of the Agreement permits the Company and the Agent to amend the Agreement; and
WHEREAS, the Company and the Agent now desire to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Agent agree as follows:
1. Section 1 of the Agreement is hereby amended by replacing the F-3 registration number “333-269306” on the third line of the second paragraph thereof and replacing it with the registration number “333-293060”.
2. References to the date of the Agreement in the form of Placement Notice included as Schedule 1 to the Agreement are hereby revised to read, “August 16, 2024, as amended by Amendment No. 1 thereto, dated July 31, 2026.”
3. This Amendment No. 1 shall be deemed effective on the date first set forth above.
4. Except as amended hereby, the Agreement as now in effect is ratified and confirmed hereby in all respects. For the avoidance of doubt, this Amendment No. 1 and all of its provisions shall be deemed to be a part of the Agreement, as amended hereby. The Agreement as amended by this Amendment constitutes the entire agreement of the parties hereto and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof and thereof.
5. This Amendment No. 1 shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Amendment No. 1 or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth in the Agreement shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.
[Signature page follows.]
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
| Very truly yours, | |||
| NEUROSENSE THERAPEUTICS LTD. | |||
| By: | |||
| Name: | |||
| Title: | |||
The foregoing Amendment No. 1 is hereby confirmed and accepted by the Agent in New York, New York as of the date first above written.
| JONESTRADING INSTITUTIONAL SERVICES LLC | |||
| By: | |||
| Name: | |||
| Title: | |||
[Signature Page to Amendment No. 1]