NRSN updates Form F-3 ATM availability; Public Float limits sales
Rhea-AI Filing Summary
NeuroSense Therapeutics amended its prospectus supplement to update the maximum amount of ordinary shares it may sell through a Capital on Demand™ Sales Agreement with JonesTrading. The company may offer and sell ordinary shares having an aggregate offering price of up to $14,203,914, which does not include approximately $2.8 million of shares previously sold under the same agreement. Sales may be made as at-the-market offerings under Rule 415, and JonesTrading will act as sales agent but is not required to sell any specific number of shares.
The filing notes a Public Float of $50,961,630, based on 20,466,518 ordinary shares held by non-affiliates and a closing price of $2.49 used for that calculation. Because the Public Float is under $75.0 million, the company is limited by Form F-3 General Instruction I.B.5 to selling no more than one-third of that value in any 12-month period; during the last 12 months it sold about $2.8 million under this rule. The document reiterates that investing involves a high degree of risk and refers investors to the Risk Factors in the prospectus materials.
Positive
- Increased clarity on available ATM capacity: the amendment sets an aggregate offering ceiling of $14,203,914 under the Sales Agreement.
- At-the-market flexibility: sales may be executed as Rule 415 at-the-market offerings through JonesTrading, providing an on‑demand capital‑raising mechanism.
Negative
- Regulatory cap due to Public Float: the company’s Public Float of $50,961,630 (below $75.0 million) triggers the one-third limitation under Form F-3 General Instruction I.B.5, restricting 12‑month issuance capacity.
- Sales agent discretion: JonesTrading is not required to sell any specific number or dollar amount of securities, so capital access is not guaranteed.
- Prior usage of capacity: approximately $2.8 million has already been sold under the Sales Agreement in the past 12 months, reducing remaining availability.
Insights
TL;DR: Routine amendment sets available ATM capacity at $14.2M, constrained by a sub-$75M public float; neutral market impact.
The amendment updates the aggregate offering capacity under the Form F-3 registration to $14,203,914 and confirms approximately $2.8 million was sold previously under the Sales Agreement. The Public Float used to determine the Form F-3 cap is $50,961,630, which triggers the one-third limitation under General Instruction I.B.5, meaning available issuance is capped while the float remains below $75.0 million. Because this is an administrative update to permitted ATM capacity and not a new financing commitment, its immediate market impact appears neutral.
TL;DR: Confirms an at-the-market channel with JonesTrading up to $14.2M, but sales are discretionary and subject to regulatory caps.
The filing reiterates that sales will occur as Rule 415 at-the-market offerings and that JonesTrading will serve as sales agent without an obligation to sell any minimum amount. This preserves optionality to raise capital opportunistically while noting regulatory constraints tied to the $50,961,630 Public Float and prior sales of ~$2.8 million in the past 12 months. For capital planning, the amendment documents available capacity but does not guarantee proceeds or timing.
Filed pursuant to Rule 424(b)(5)
Registration No. 333-269306
AMENDMENT NO. 2
TO PROSPECTUS SUPPLEMENT DATED AUGUST 16, 2024
(To prospectus dated January 30, 2023)
NeuroSense Therapeutics Ltd.
Up to $14,203,914
Ordinary Shares
This Amendment No. 2 (the “Amendment”) amends and supplements the information in the prospectus supplement, dated August 16, 2024, as supplemented by the Amendment No. 1 to the prospectus supplemented, dated February 21, 2025 (as amended, the “Prospectus Supplement”), to the prospectus, dated January 30, 2023 (the “Prospectus”), filed as part of our registration statement on Form F-3 (File No. 333-269306) (the “Registration Statement”) relating to our ordinary shares, no par value per share, that may be issued and sold in accordance with the terms of a Capital on Demand™ Sales Agreement, dated as of August 16, 2024 (the “Sales Agreement”) with JonesTrading Institutional Services LLC (“Jones”). This Amendment should be read in conjunction with the Prospectus Supplement and the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus Supplement and Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prospectus Supplement and the Prospectus, and any future amendments or supplements thereto.
We are filing this Amendment to amend the Prospectus Supplement to update the maximum amount of shares we are eligible to sell under our Registration Statement pursuant to General Instruction I.B.5 of Form F-3. As a result of these limitations and the current Public Float (as defined below) of our ordinary shares, and in accordance with the terms of the Sales Agreement, we may offer and sell ordinary shares having an aggregate offering price of up to $14,203,914 from time to time through Jones, which does not include the ordinary shares having an aggregate sales price of approximately $2.8 million that were sold in accordance with the Sales Agreement pursuant to the Prospectus Supplement dated as August 16, 2024. If our Public Float (as defined below) increases such that we may sell additional amounts under the Sales Agreement, the Prospectus and the Prospectus Supplement and in accordance with General Instruction I.B.5, we will file another amendment prior to making such additional sales.
Our ordinary shares are traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NRSN”. The last reported sale price for our ordinary shares on August 7, 2025 as quoted on Nasdaq was $1.30 per share.
Sales of our ordinary shares, if any, under the Prospectus Supplement, as amended by this Amendment, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. Jones is not required to sell any specific number or dollar amount of securities but will act as a sales agent and will use commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Jones and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The highest aggregate market value of our outstanding ordinary shares held by non-affiliates (the “Public Float”) within the 60 days prior to the date of this Amendment was $50,961,630, based on 20,466,518 ordinary shares outstanding held by non-affiliates as of August 7, 2025, and the closing sale price of our ordinary shares on Nasdaq of $2.49 on June 11, 2025. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell, pursuant to the registration statement of which the Prospectus and Prospectus Supplement, as amended by the Amendment, form a part, securities with a value exceeding one-third of the aggregate market value of our outstanding ordinary shares held by non-affiliates in any 12 calendar month period, so long as the aggregate market value of our ordinary shares held by non-affiliates is less than $75.0 million. During the 12 calendar-month period that ends on, and includes, the date of this Amendment, we have sold approximately $2.8 million of our securities pursuant to General Instruction I.B.5 of Form F-3.
We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws, and as such, will be eligible for reduced public company disclosure requirements. See “About the Company—Implications of Being an Emerging Growth Company” and “About the Company—Implications of Being a Foreign Private Issuer” in the Prospectus Supplement for additional information.
Investing in the ordinary shares involves a high degree of risk. Please carefully consider the risks discussed under “Risk Factors” beginning on page S-6 of the Prospectus Supplement, “Risk Factors” on page 4 of the Prospectus and “Risk Factors” in “Item 3. Key Information—D. Risk Factors” of our most recent Annual Report on Form 20-F incorporated by reference into the Prospectus Supplement, as amended by this Amendment, for a discussion of the factors you should consider carefully before deciding to purchase the ordinary shares.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the ordinary shares being offered by this Amendment, the Prospectus Supplement or the Prospectus, or determined if this Amendment, the Prospectus Supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Amendment No. 2 to Prospectus Supplement is August 8, 2025