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NeuroSense Therapeutics (NRSN) plans PARAGON Phase 3 ALS trial and eyes Canadian NDS amid Nasdaq listing pressure

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

NeuroSense Therapeutics Ltd. outlines preparations for PARAGON, its pivotal Phase 3 study of PrimeC in ALS, cleared by the FDA and expected to enroll about 300 participants, primarily in the U.S. Initiation requires substantial funding, and the company states that securing appropriate financial and strategic resources has taken longer than first expected. Management is pursuing multiple options in parallel, including pharmaceutical and strategic partnerships, investors, grants and other non-dilutive funding, emphasizing the quality and strategic value of any capital raised. In April 2026, the CEO and CFO each invested $200,000 alongside a significant existing investor.

Based on existing Phase 2b data, NeuroSense plans to submit a New Drug Submission (NDS) for PrimeC in Canada, currently targeted for December 2026, and is evaluating similar regulatory opportunities in other territories. The company also highlights ongoing strategic discussions around development and commercialization of PrimeC and potential portfolio expansion. Separately, NeuroSense is addressing Nasdaq continued-listing deficiencies, with a focus on the minimum bid price requirement. A forthcoming shareholder meeting includes a proposal to authorize the board to effect a reverse share split in a range of 1:4 to 1:40 if other avenues, including requesting an additional compliance period from Nasdaq, do not resolve the issue. Maintaining the Nasdaq listing is described as important for the company and its shareholders.

Positive

  • Planned Canadian NDS for PrimeC by December 2026 could create an earlier regulatory path to market in an important territory, leveraging existing Phase 2b clinical and biomarker data while Phase 3 PARAGON preparations continue.
  • Insider capital commitment of $400,000 from the CEO and CFO, alongside a significant existing investor, signals internal support for advancing PrimeC and the broader development strategy.

Negative

  • Nasdaq continued-listing deficiencies and minimum bid price shortfall create listing risk, with a reverse share split authorization (1:4 to 1:40) under consideration if other compliance alternatives, including an additional Nasdaq grace period, are insufficient.

Filing Explained

As a foreign private issuer’s interim report, the August 13 Form 6-K furnishes NeuroSense’s shareholder letter as material home-market information. Except for the letter’s third paragraph, the report is incorporated into the company’s listed Form S-8 and Form F-3 registration statements from submission, unless later superseded.

PARAGON enrollment approximately 300 participants Expected enrollment for the pivotal Phase 3 PARAGON study in ALS
CEO investment $200,000 Amount invested in NeuroSense by the CEO in April 2026
CFO investment $200,000 Amount invested in NeuroSense by the CFO in April 2026
Canadian NDS target date December 2026 Currently expected submission timing for a New Drug Submission for PrimeC in Canada
Reverse split range 1:4 to 1:40 Proposed range for a discretionary reverse share split to help regain Nasdaq minimum bid price compliance
ALS survival 2-5 years Typical time from ALS diagnosis to complete paralysis and death described by the company
Annual U.S. ALS diagnoses more than 5,000 Number of people diagnosed with ALS each year in the United States
ALS disease burden $1 billion Annual disease burden of ALS in the U.S. cited by the company
New Drug Submission (NDS) regulatory
"we are preparing a New Drug Submission (NDS) for PrimeC"
A new drug submission (NDS) is a formal application filed with a health regulator asking for permission to market a new medicine, and it includes the data, safety and effectiveness evidence, and manufacturing details needed for review. For investors, the NDS outcome and its review timeline drive whether and when a drug can generate revenue, so acceptance, delay, or rejection materially affects a drugmaker’s future sales prospects and risk—like a building permit deciding if a project can move forward.
reverse share split financial
"to effect a reverse share split within a range of 1:4 to 1:40"
A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.
minimum bid price requirement financial
"Our most immediate focus is the minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
non-dilutive funding financial
"as well as grants and other non-dilutive funding opportunities"
Non-dilutive funding is money a company raises that does not require issuing new shares or reducing existing owners’ percentage ownership, such as grants, certain loans, contract revenue, or licensing deals. It matters to investors because it lets a company finance growth or research without shrinking shareholder stakes or changing control, much like topping up a car’s gas tank instead of selling part of the car to pay for the trip.
Phase 3 PARAGON study medical
"our preparations for the Phase 3 PARAGON study"
biomarkers medical
"significant biological activity across multiple biomarkers associated with ALS"
Biomarkers are measurable indicators found in the body, such as substances in blood or tissues, that reveal information about health or disease. For investors, they can signal how well a medical treatment is working or whether a disease is developing, helping to assess the potential success or risks of healthcare companies or innovations. Think of biomarkers as biological signals that provide clues about a person’s health status.

FAQ

What is NeuroSense Therapeutics (NRSN) focusing on with the PARAGON Phase 3 study?

NeuroSense is preparing PARAGON, a pivotal Phase 3 trial of PrimeC in ALS, cleared by the FDA and expected to enroll about 300 participants, primarily in the U.S., subject to securing the substantial funding required to initiate and run the study.

How is NeuroSense (NRSN) funding the PARAGON Phase 3 ALS trial?

The company says securing resources for PARAGON has taken longer than anticipated and is pursuing financing from strategic partners, investors, grants and other non-dilutive funding, seeking capital that also brings industry experience or commercialization support.

What Canadian regulatory plans did NeuroSense (NRSN) describe for PrimeC?

NeuroSense plans to submit a New Drug Submission (NDS) for PrimeC in Canada, currently expected in December 2026, following pre-NDS discussions with Health Canada and building on Phase 2b clinical and biomarker data in ALS.

How is NeuroSense (NRSN) addressing its Nasdaq listing deficiencies?

The company is working on Nasdaq continued-listing deficiencies, focusing on the minimum bid price requirement, including seeking an additional compliance period and proposing authority for a 1:4 to 1:40 reverse share split if needed.

Did NeuroSense (NRSN) insiders recently invest in the company?

Yes. In April 2026, the CEO and CFO each invested $200,000 in NeuroSense, part of an aggregate $600,000 investment with a significant existing investor, which management describes as reflecting their conviction in PrimeC and the company’s strategy.

What diseases is NeuroSense (NRSN) targeting with PrimeC?

PrimeC is being developed as a novel oral combination therapy for severe neurodegenerative diseases, primarily amyotrophic lateral sclerosis (ALS), with additional work in Alzheimer’s disease, aiming to slow disease progression by acting on multiple biological pathways.

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

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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 August 2026

 

Commission File Number: 001-41084

 

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

 

NeuroSense Therapeutics Ltd.

11 HaMenofim Street, Building B
Herzliya 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 ☐

 

 

 

 

 

Explanatory Note

 

Attached is the letter from the Company’s Chief Executive Officer, Alon Ben-Noon, furnished herewith as Exhibit 99.1.

 

This Report on Form 6-K (other than the third paragraph in Exhibit 99.1) 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. 333-269306333-260338333-283656, 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.

 

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Exhibit Index

 

Exhibit No.   Description
99.1   CEO letter

 

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: August 13, 2026 By: /s/ Alon Ben-Noon
    Alon Ben-Noon
    Chief Executive Officer

 

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Exhibit 99.1

 

NeuroSense Issues CEO Letter to Shareholders

 

CAMBRIDGE, Mass., August 13, 2026 /PRNewswire/ -- NeuroSense Therapeutics Ltd. (NASDAQ: NRSN) (“NeuroSense”), a late-stage clinical biotechnology company focused on developing disease-modifying treatments for neurodegenerative diseases, today releases a letter from the CEO, Alon Ben-Noon, to investors.

 

 

Dear Fellow Shareholders,

 

I wanted to take this opportunity to update you on NeuroSense’s preparations for the Phase 3 PARAGON study, our efforts to secure the resources needed to advance it, the regulatory opportunities we are pursuing in Canada and other territories, the strategic discussions under way, and our work on Nasdaq compliance.

 

Our main focus is PARAGON, our pivotal Phase 3 study of PrimeC in ALS. The FDA has cleared NeuroSense to initiate PARAGON, which is expected to enroll approximately 300 participants, primarily in the United States. We continue to advance the preparations required for its initiation.

 

PARAGON is a large study, and initiating and conducting it requires substantial financial resources. Securing those resources has taken longer than originally anticipated.

 

We are actively working to secure the financing needed to move the study forward. At the same time, our objective is not simply to complete a financing transaction. We want to bring in the right financial and strategic support for PrimeC at this important stage of its development. We are therefore pursuing several opportunities in parallel, including discussions with pharmaceutical companies and strategic partners, investors, and other financing sources, as well as grants and other non-dilutive funding opportunities.

 

We believe the quality of the financing matters. Where possible, we want the capital we raise to come with additional value - whether through industry experience, development and commercialization capabilities, or strategic relationships that can support PrimeC beyond the financing itself.

 

 

 

In April 2026, our CFO, Or Eisenberg, and I each invested $200,000 in NeuroSense, representing an aggregate investment of $600,000 together with a significant existing investor in the Company. Our participation reflected our personal conviction in the Company and in what we are working to achieve with PrimeC.

 

Securing the right resources for PARAGON remains one of our highest priorities, while in parallel we continue the work required so that we are positioned to move forward once the necessary resources are in place.

 

Realizing Opportunities Based on PrimeC’s Existing Data

 

While PARAGON remains our main development priority, we also believe there may be current opportunities available to us as a result of the clinical data we have already generated.

 

ALS progresses rapidly, delays can mean missing a critical window to help people living with it. If our existing data can support an appropriate regulatory pathway in a particular territory, we believe it makes sense to explore that opportunity, with the potential to bring PrimeC to people living with ALS sooner rather than waiting several years for the completion of another large clinical study - time that some patients may simply not have.

 

This is the approach we are taking in Canada, where, following our discussions with Health Canada, including the pre-NDS process, we are preparing a New Drug Submission (NDS) for PrimeC, which we currently expect to submit in December 2026. We see Canada as an important market for PrimeC and are working with Health Canada through the regulatory process. We are also evaluating other territories where our existing data may support an appropriate regulatory pathway.

 

The planned submission builds on the clinical and biomarker data generated through our Phase 2b PARADIGM study. We have reported these results extensively. We believe the body of evidence we have generated supports our continued work to advance PrimeC and explore the regulatory opportunities available to us.

 

Our objective is straightforward: while we continue preparing for PARAGON and working to secure the resources required to initiate it, we also want to make responsible use of the data we already have and explore opportunities that could allow PrimeC to reach patients sooner.

 

Strategic Opportunities

 

Our discussions with pharmaceutical and other strategic parties are not limited to financing PARAGON. We continue to explore potential partnerships around the development and commercialization of PrimeC and opportunities to broaden our asset portfolio.

 

We believe the work completed to date - including our clinical data, regulatory progress and intellectual property - provides several possible ways to advance the program. We are evaluating these opportunities based on what we believe can best support PrimeC’s development and create value for the Company and our shareholders.

 

There is no single transaction or path on which our plans depend. We are working on several fronts at the same time, and we will continue to evaluate the opportunities available to us as they develop.

 

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Nasdaq Compliance

 

We are actively working to address the Company’s current Nasdaq continued-listing deficiencies using the alternatives available to us. Our most immediate focus is the minimum bid price requirement.

 

With respect to the minimum bid price requirement, our upcoming shareholder meeting includes a proposal to authorize the Board, at its discretion, to effect a reverse share split within a range of 1:4 to 1:40 if necessary to regain compliance. It would give the Board an additional tool to be used only if needed. We are also pursuing other available alternatives, including requesting an additional compliance period from Nasdaq, and the Board would consider a reverse split only if those alternatives do not resolve the matter. The proposal is described in full in the proxy materials for the meeting.

 

Maintaining our Nasdaq listing is important to the Company and our shareholders. We are closely monitoring the applicable requirements and are taking the steps available to us to address the current deficiencies.

 

Looking Ahead

 

The work ahead is substantial, yet the work we have already completed has put us in a position where we have several credible paths to pursue. Our job now is to execute, and the NeuroSense team is committed to do just that.

 

We look forward to keeping you updated as we make progress, and we thank you for your continued support.

 

Sincerely,

 

Alon Ben-Noon

 

Chief Executive Officer
NeuroSense Therapeutics

 

About NeuroSense

 

NeuroSense Therapeutics is a late-clinical stage biotechnology company developing novel treatments for severe neurodegenerative diseases, including amyotrophic lateral sclerosis (ALS) and Alzheimer’s disease. The Company’s lead product candidate, PrimeC, is a novel oral therapy designed to target multiple key biological pathways underlying disease progression, including neuroinflammation, oxidative stress and dysregulated iron metabolism.

 

NeuroSense has recently completed analysis of long-term follow-up data from its Phase 2b PARADIGM study in ALS, supporting meaningful slowing of disease progression. The Company also reported significant biological activity across multiple biomarkers associated with ALS, including microRNAs, supporting PrimeC’s multi-target mechanism of action and representing a potentially important advance in the treatment of ALS.

 

NeuroSense has received clearance from the U.S. Food and Drug Administration (FDA) to initiate a pivotal Phase 3 clinical trial (PARAGON) in ALS, which is expected to enroll approximately 300 participants, primarily in the United States.

 

For additional information, we invite you to visit our website and follow us on LinkedIn, YouTube and X. Information that may be important to investors may be routinely posted on our website and these social media channels.

 

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About PrimeC

 

PrimeC, NeuroSense’s lead drug candidate, is a novel extended-release oral formulation composed of a unique fixed-dose combination of two FDA-approved drugs: ciprofloxacin and celecoxib. PrimeC is designed to target several key mechanisms that contribute to neuron degeneration, inflammation, iron accumulation and impaired ribonucleic acid (“RNA”) regulation, with the potential to inhibit disease progression.

 

About ALS

 

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 people are diagnosed with ALS in the U.S. alone, with an annual disease burden of $1 billion. The number of people living with ALS is expected to grow by 24% by 2040 in the U.S. and EU.

 

Forward-Looking Statements

 

This press 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 contained 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 statements contain these words. Forward-looking statements are based on NeuroSense Therapeutics’ current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and include statements regarding the potential of PrimeC. Further, certain forward-looking statements, including statements regarding clinical and regulatory milestones, future financings of the Company, potential strategic transactions and Nasdaq compliance, are based on assumptions as to future events that may not prove to be accurate. The future events and trends may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward looking statements. These risks include the potential of delay in the timing of Phase 3 clinical trial (PARAGON) in ALS; potential delay in the Canadian New Drug Submission; the risk that the Company will not be able to obtain financial on acceptable terms, or at all; the risk that the Company will not regain and maintain compliance with the Nasdaq listing requirements; the risk that the strategic opportunities described will not materialize or result in the anticipated benefits to the Company; uncertainty regarding outcomes and the timing of current and future clinical trials; the risk that PrimeC will not advance towards later-stage development, timing for reporting data, including from the study of PrimeC in Alzheimer’s disease; that the study will not be successful; and other risks and uncertainties set forth in NeuroSense’s filings with the Securities and Exchange Commission (SEC). You should not rely on these statements as representing our views in the future. More information about the risks and uncertainties affecting NeuroSense is contained under the heading “Risk Factors” in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 31, 2026 and NeuroSense’s subsequent filings with the SEC. Forward-looking statements contained in this announcement are made as of this date, and NeuroSense undertakes no duty to update such information except as required under applicable law.

 

Logo: https://mma.prnewswire.com/media/1707291/NeuroSense_Therapeutics_Logo.jpg

 

For further information: Email: info@neurosense-tx.com | Tel: +972 (0)9 799 6183

 

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Filing Exhibits & Attachments

1 document