6-K

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 February 2024

Commission File Number: 001-41084

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

NeuroSenseTherapeutics Ltd.

11HaMenofim Street, Building BHerzliya 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 ☐

On February 7, 2024, NeuroSense Therapeutics Ltd. issued a press release entitled “NeuroSense Regains Compliance with NASDAQ Minimum Bid Price Rule”. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Form F-3 (File No. 333-269306), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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

Exhibit 99.1

NeuroSense RegainsCompliance with NASDAQ Minimum Bid Price Rule

CAMBRIDGE, Mass., February 7, 2024 -- NeuroSense Therapeutics Ltd. (Nasdaq: NRSN) (“NeuroSense”), a company developing treatments for severe neurodegenerative diseases, today announced that it has received notice from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Rule”) for continued listing.

To regain compliance with the Rule, the Company’s ordinary shares were required to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive business days, which was achieved on February 6, 2024. Therefore, the Nasdaq Listing Qualifications Staff considers the prior bid price deficiency matter now closed.

NeuroSense’s CEO, Alon Ben-Noon said, “Regaining compliance with the Nasdaq minimum bid price listing requirement is an important event as we continue to focus on the advancement of PrimeC following the recently announced positive top-line results from the Phase 2b PARADIGM trial. We are looking forward to reporting results from our collaboration with Biogen in the coming weeks, evaluating the impact of PrimeC on neurofilament levels in participants enrolled in PARADIGM.”

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.

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 statements containedin 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-lookingstatements contain these words. Forward-looking statements are based on NeuroSense Therapeutics’ current expectations and are subjectto inherent uncertainties, risks and assumptions that are difficult to predict and include statements regarding the timing for releaseof results from the Company’s strategic collaboration with Biogen. Further, certain forward-looking statements are based on assumptionsas to future events that may not prove to be accurate. The future events and trends may not occur and actual results could differ materiallyand adversely from those anticipated or implied in the forward looking statements. These risks include unexpected R&D costs or operatingexpenses, a delay in the reporting of additional results from PARADIGM clinical trial, a delay in the reporting of results from the Company’sstrategic collaboration with Biogen, the timing of expected regulatory and business milestones, risks associated with meeting withthe FDA to determine the best path forward following the results from PARADIGM clinical trial, including a delay in any such meeting,a delay in patient enrollment for a Phase 2 trial for Alzheimer’s disease or its planned Phase 3 pivotal ALS trial of PrimeC; thepotential for PrimeC to safely and effectively target ALS; preclinical and clinical data for PrimeC; the uncertainty regarding outcomesand the timing of current and future clinical trials; timing for reporting data; the development and commercial potential of any productcandidates of the company; and other risks and uncertainties set forth in NeuroSense’s filings with the Securities and ExchangeCommission (SEC). You should not rely on these statements as representing our views in the future. More information about the risks anduncertainties affecting the Company is contained under the heading “Risk Factors” in the Annual Report on Form 20-F filedwith the Securities and Exchange Commission on March 22, 2023. Forward-looking statements contained in this announcement are made as ofthis 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