NeuroSense Therapeutics (NRSN) revises Capital on Demand share sales deal

Rhea-AI Filing Summary

NeuroSense Therapeutics Ltd. entered into Amendment No. 1 to its Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC. The amendment updates the agreement to reference NeuroSense’s new Form F-3 registration statement (File No. 333-293060), declared effective on July 31, 2026.

Under this updated framework, the company may offer and sell ordinary shares having an aggregate offering price of up to $3,789,822 through the sales agent. As of July 31, 2026, NeuroSense had sold 6,762,825 ordinary shares under the Sales Agreement for net proceeds of approximately $6.7 million. The Sales Agreement otherwise remains in full force and effect, and this disclosure is incorporated by reference into multiple existing Form S-8 and Form F-3 registration statements.

Key Figures

Aggregate offering price under Sales Agreement: $3,789,822 Ordinary shares sold to date: 6,762,825 shares Net proceeds from prior sales: approximately $6.7 million +1 more

4 metrics

Aggregate offering price under Sales Agreement $3,789,822 Maximum aggregate offering price of ordinary shares that may be sold through JonesTrading under the updated framework

Ordinary shares sold to date 6,762,825 shares Total ordinary shares sold under the Capital on Demand Sales Agreement as of July 31, 2026

Net proceeds from prior sales approximately $6.7 million Net proceeds realized from sales of ordinary shares under the Sales Agreement as of July 31, 2026

Effective Form F-3 file number 333-293060 New Form F-3 registration statement referenced in the amended Sales Agreement, declared effective July 31, 2026

Key Terms

Capital on Demand™ Sales Agreement, prospectus supplement, incorporated herein by reference, Registration Statements on Form S-8

4 terms

Capital on Demand™ Sales Agreement financial

"entered into Amendment No. 1 (the “Amendment”) to its Capital on Demand™ Sales Agreement"

prospectus supplement regulatory

"pursuant to which, and the related prospectus supplement dated July 31, 2026, the Company may offer"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

incorporated herein by reference regulatory

"each of which is incorporated herein by reference"

Registration Statements on Form S-8 regulatory

"hereby incorporated by reference into the registrant’s Registration Statements on Form S-8"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 07/31/2026 - 04:16 PM Accepted by SEC EDGAR 07/31/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What change did NeuroSense Therapeutics (NRSN) make to its Capital on Demand Sales Agreement?

NeuroSense Therapeutics entered Amendment No. 1 to its Capital on Demand™ Sales Agreement, updating references from an older Form F-3 to a new Form F-3 (File No. 333-293060) that was declared effective on July 31, 2026, for future ordinary share sales.

How many shares has NeuroSense (NRSN) sold under the Capital on Demand agreement?

As of July 31, 2026, NeuroSense had sold 6,762,825 ordinary shares under the Capital on Demand™ Sales Agreement. These sales generated net proceeds of approximately $6.7 million, illustrating the scale of equity raised through this ongoing share sales arrangement.

What is the maximum aggregate offering price allowed under NeuroSense’s updated agreement?

Under the updated structure tied to the new Form F-3, NeuroSense may offer and sell ordinary shares with an aggregate offering price of up to $3,789,822. These shares may be issued from time to time through JonesTrading Institutional Services LLC as sales agent.

Who acts as sales agent for NeuroSense Therapeutics (NRSN) in this share sales setup?

JonesTrading Institutional Services LLC serves as the sales agent under NeuroSense’s Capital on Demand™ Sales Agreement. Through this relationship, JonesTrading may sell NeuroSense’s ordinary shares from time to time, subject to the limits and terms described in the agreement and related Form F-3.

How is this NeuroSense (NRSN) 6-K related to other registration statements?

The report, including its exhibit, is incorporated by reference into NeuroSense’s Registration Statements on Form S-8 (File Nos. 333-262480 and 333-289658) and multiple Form F-3 files, including 333-293060, expanding the disclosure record for those registrations.

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

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF AMENDMENT NO. 1 TO THE CAPITAL ON DEMANDTM SALES AGREEMENT, DATED JULY 3 11.7 KB