NeuroSense Therapeutics Ltd 6-K, filed Mar 25, 2022

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-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 March 2022

Commission File Number: 001-41084

NeuroSenseTherapeutics Ltd.

(Translation of registrant’s name into English)

11HaMenofim Street, Building BHerzliya 4672562 Israel+972-9-799-6183(Address of principal executive office)

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

On March 25, 2022, NeuroSense Therapeutics Ltd. issued a press release announcing receipt of $4 million from warrant exercises. A copy of the press release is filed herewith as Exhibit 99.1.

ExhibitIndex

1

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.

2

Exhibit99.1

NeuroSenseTherapeutics Receives $4 Million Through Warrant Exercises

-Warrants exercised at $6 per share

- Extendscash runway through Q3 2023

CAMBRIDGE, Mass., March 25, 2022 /PRNewswire/ -- NeuroSense Therapeutics Ltd. (Nasdaq: NRSN) (“NeuroSense”), a company developing treatments for severe neurodegenerative diseases, today announced it has received proceeds of approximately $4 million from the exercise of warrants priced at $6 per share. The warrants were issued as part of the Company’s $12 million initial public offering (IPO) that closed in December 2021.

“Our cash runway extends through Q3 2023 and, importantly, beyond the expected completion of our upcoming Phase IIb study of our lead drug candidate PrimeC in the treatment of amyotrophic lateral sclerosis (ALS), a major value-driving milestone,” stated NeuroSense CEO Alon Ben-Noon.

AboutPrimeC Phase IIb Study

PrimeC was granted Orphan Drug Designation by the US FDA and the European Medicines Agency (EMA). NeuroSense completed a Phase IIa clinical study which successfully met its safety and efficacy endpoints including reducing functional and respiratory deterioration and statistically significant changes in ALS-related biological markers indicating PrimeC’s biological activity. The Company plans to initiate a Phase IIb double-blind placebo-controlled multinational study in Q2 2022 with an optimized dose and a unique upgraded formulation.

AboutALS

Amyotrophic lateral sclerosis (ALS) is an incurable neurodegenerative disease that causes complete paralysis and death within 2-5 years from diagnosis. Every year, more than 5,000 patients are diagnosed with ALS in the US alone, with an annual disease burden of $1 billion. The number of patients with ALS is expected to grow 24% by 2040 in the US and EU.

AboutNeuroSense

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-LookingStatements

Thispress 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 statementscontained 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 statementscontain these words. Forward-looking statements are based on NeuroSense Therapeutics’ current expectations and are subject to inherentuncertainties, risks and assumptions that are difficult to predict and include statements regarding patent applications; the company’sPrimeC development program; the potential for PrimeC to safely and effectively target ALS; preclinical and clinical data for PrimeC;the timing of current and future clinical trials; the nature, strategy and focus of the company and further updates with respect thereto;and the development and commercial potential of any product candidates of the company. Further, certain forward-looking statements arebased on assumptions as to future events that may not prove to be accurate. Forward-looking statements contained in this announcementare made as of this date, and NeuroSense Therapeutics Ltd. undertakes no duty to update such information except as required under applicablelaw.

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