[6-K] NeuroSense Therapeutics Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

NeuroSense Therapeutics Ltd. submitted a Form 6‑K reporting that certain registration statements (Form S‑8 and multiple Form F‑3 filings) are incorporated by reference. The report attaches a Form of Securities Purchase Agreement dated September 4, 2025 between NeuroSense and the purchaser named on the signature pages, and a Press Release dated September 4, 2025. The filing is signed by Alon Ben‑Noon, Chief Executive Officer.

Positive

• Securities Purchase Agreement dated Sept 4, 2025 is disclosed, confirming a documented transaction
• Form S‑8 and multiple Form F‑3 registration statements are incorporated by reference, maintaining registration coverage
• Report includes a Press Release dated Sept 4, 2025 and is duly signed by Alon Ben‑Noon, CEO

Negative

• None.

Insights

Corporate Finance Analyst

TL;DR: The 6‑K discloses a Securities Purchase Agreement dated Sept 4, 2025, indicating a financing or secondary transaction has been executed.

The inclusion of a Form of Securities Purchase Agreement dated Sept 4, 2025 in the 6‑K is a clear, document‑level disclosure of a securities transaction involving NeuroSense and an identified purchaser.

This is material to investors because executed purchase agreements typically relate to capital raising, investor commitments, or transfer of securities; the filing confirms the agreement exists but does not disclose economic terms in this excerpt.

Compliance & SEC Filings Specialist

TL;DR: The company incorporated prior registration statements by reference and attached a press release, meeting disclosure and signature formalities.

Stating that Form S‑8 and several Form F‑3 filings are incorporated by reference ensures those registration statements apply to securities covered by this report.

The attached Press Release dated Sept 4, 2025 and the CEO signature satisfy current report presentation; however, the excerpt does not include the press release text or financial terms of the purchase agreement.

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 September 2025

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
+972-9-9531142
(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 September 4, 2025, NeuroSense Therapeutics Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a private placement by the Company directly to the Purchaser (the “Offering”) an aggregate of 333,334 of the Company’s ordinary shares (the “Shares”). The purchase price of each Share was $1.50. The gross proceeds to the Company from the Offering are expected to be approximately $0.5 million, before deducting offering expenses payable by the Company. The Offering is expected to close on September 8, 2025 (the “Closing Date”), subject to customary conditions.

The Company intends to use the net proceeds received from the Offering, which will be accounted for as shareholders’ equity, for general corporate purposes and working capital. 

The Company agreed to file a registration statement on Form F-3 (or other appropriate form, including on Form F-1, if the Company is not then F-3 eligible) (the “Registration Statement”), registering for resale the Shares within sixty (60) business days of the Closing Date, and to use commercially reasonably efforts to have the Registration Statement declared effective by the Securities and Exchange Commission within ninety (90) calendar days from the Closing Date.

The issuance of the Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. The Purchaser has represented that it is either an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act, or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing description of terms and conditions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of the Purchase Agreement which is attached as Exhibit 10.1 to this Report on Form 6-K and incorporated herein by reference.

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A copy of the press release related to the Offering entitled “NeuroSense Therapeutics Announces $500,000 Private Placement at Premium to Market Price” is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

This Report on Form 6-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This Report on Form 6-K other than Exhibit 99.1 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, 333-260338, 333-283656 and 333-284051), 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.

Forward-Looking Statements

This Report on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, this Report on Form 6-K states that the Offering is expected to close on September 8, 2025. In fact, the closing of the Offering is subject to various conditions and contingencies as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this Offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report.

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Exhibit Index

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement, dated as of September 4, 2025, by and between NeuroSense Therapeutics Ltd. and the purchaser identified on the signature pages thereto
99.1		Press Release, dated September 4, 2025

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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: September 4, 2025	By:	/s/ Alon Ben-Noon
		Alon Ben-Noon
		Chief Executive Officer

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FAQ

What did NeuroSense (NRSN) disclose in the Form 6‑K?

The company disclosed incorporation by reference of Form S‑8 and multiple Form F‑3 filings, attached a Securities Purchase Agreement dated Sept 4, 2025, and included a Press Release dated Sept 4, 2025.

Does the 6‑K include the economic terms of the Securities Purchase Agreement?

No. The excerpt lists a Form of Securities Purchase Agreement dated Sept 4, 2025 but does not provide specific economic terms or pricing in the provided text.

Who signed the current report for NeuroSense (NRSN)?

The report is signed by Alon Ben‑Noon, Chief Executive Officer of NeuroSense Therapeutics Ltd.

Are the press release and purchase agreement dated the same day?

Yes. Both the attached Securities Purchase Agreement and the Press Release are dated September 4, 2025.

Does the filing indicate whether securities were registered for sale?

The filing states that Form S‑8 and several Form F‑3 registration statements are incorporated by reference, implying registration coverage, but the excerpt does not state which specific securities were registered.