NeuroSense Therapeutics Ltd美股招股说明书(2025-11-26版)
333,334 Ordinary Shares This prospectus relates to the resale, from time to time, by the selling shareholder identified in this prospectus under the section“Selling Shareholder,” (the “selling shareholder”) of NeuroSense Therapeutics Ltd. (“NeuroSense,” “we,” “us” or the “Company”) of333,334 of our ordinary shares, no par value per share (the “Shares”) issued to the selling shareholder under a securities purchaseagreement, dated September 4, 2025 (the “Purchase Agreement”), by and between us and the purchaser named therein. The Shares The selling shareholder will receive all of the proceeds from any sales of the resale of Shares offered hereby. We will not receiveany of the proceeds, but we will incur expenses in connection with such offering. The selling shareholder may sell the Shares covered by this prospectus through public or private transactions at market pricesprevailing at the time of sale, at negotiated prices or such other prices as such selling shareholder may determine. The timing andamount of any sale are within the sole discretion of such selling shareholder. Our registration of the Shares for resale covered by thisprospectus does not mean that the selling shareholder will offer or sell any of the Shares. For further information regarding the We are an “emerging growth company” and a “foreign private issuer”, each as defined under federal securities laws, and, as such,have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See Our ordinary shares and warrants to purchase our ordinary shares are listed on The Nasdaq Capital Market (“Nasdaq”) under thesymbols “NRSN” and “NRSNW.” On October 27, 2025, the closing price for our ordinary shares was $1.14 and the closing price for Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 8to read about factors you should consider before buying the Shares. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of the disclosures in this prospectus. Any representation to the contrary is a The date of this prospectus is November 25, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of the registration statement on Form F-3 that we filed with the Securities and Exchange Commission (the“SEC”) for the offering of the Shares by the selling shareholder. You should not assume that the information contained in, or incorporated by reference into, this prospectus is accurate on any datesubsequent to the date set forth on the front cover of this prospectus, even though this prospectus is delivered or the Shares covered bythis prospectus are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained Neither we nor the selling shareholder have authorized anyone to provide any information or to make any representation otherthan those contained in, or incorporated by reference into, this prospectus. You must not rely upon any information or representationnot contained in, or incorporated by reference into, this prospectus. This prospectus does not constitute an offer to sell or thesolicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer This prospectus, including the information incorporated by reference herein, contains forward-looking statements that are subjectto a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Note Regarding TRADEMARKS, SERVICE MARKS AND TRADENAMES The NeuroSense Therapeutics logo and other trademarks and service marks of NeuroSense Therapeutics Ltd. appearing in thisprospectus or the information incorporated by reference herein are the property of the Company. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this prospectus are presented without the® and™symbols, but suchreferences are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to thesetrademarks, service marks and trade names. This prospectus, including the information incorporated by reference herein, containsadditional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in thisprospectus or the information incorporated by reference herein are, to our knowledge, the property of their respective owners. We do MARKET AND INDUSTRY DATA This prospectus, including the information incorporated by reference herein, contains industry, market and competitive positiondata that are based on industry publications and studies conducted by third parties as well as our own internal estimates and research.These industry publications and third-party studies
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