Was the NeuroSense (NRSN) CEO’s share purchase an SEC-registered offering?

No, the CEO’s acquisition of 250,000 ordinary shares was part of a private placement. The transaction was described as exempt from SEC registration under Section 4(a)(2) of the Securities Act of 1933, rather than a registered public offering.

NeuroSense (NRSN) CEO acquires 250,000 shares in private placement

Filing Impact

(High)

Filing Sentiment

(Positive)

Form Type

Rhea-AI Filing Summary

NeuroSense Therapeutics Ltd. Chief Executive Officer Ben-Noon Alon acquired 250,000 ordinary shares on June 16, 2026 at $0.80 per share. The purchase was made in a private placement under a Securities Purchase Agreement dated April 28, 2026, exempt from registration under Section 4(a)(2) of the Securities Act of 1933. Following this transaction, Alon directly holds 4,534,233 ordinary shares.

Insider Trade Summary

Net Buyer: 250,000 shares ($200,000)

Net Buy 1 txn

Insider Ben-Noon Alon

Role Chief Executive Officer

Bought 250,000 shs ($200K)

Type	Security	Shares	Price	Value
Purchase	Ordinary Shares	250,000	$0.80	$200K

Holdings After Transaction: Ordinary Shares — 4,534,233 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

Shares purchased: 250,000 shares Purchase price: $0.80 per share Holdings after transaction: 4,534,233 shares +2 more

5 metrics

Shares purchased 250,000 shares Ordinary shares acquired June 16, 2026

Purchase price $0.80 per share Price under Securities Purchase Agreement

Holdings after transaction 4,534,233 shares CEO direct ownership following purchase

Securities Act exemption Section 4(a)(2) Private placement exempt from registration

Agreement date April 28, 2026 Date of Securities Purchase Agreement

Key Terms

Securities Purchase Agreement, private placement, Section 4(a)(2) of the Securities Act of 1933, ordinary shares

4 terms

Securities Purchase Agreement financial

"pursuant to a Securities Purchase Agreement dated April 28, 2026, in a private placement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"at a purchase price of $0.80 per share, pursuant to a Securities Purchase Agreement ... in a private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended"

ordinary shares financial

"acquired 250,000 ordinary shares, no par value per share, of the Issuer"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

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

Add on Google

Form 4 Insider Transactions: What Each Field Means →

06/17/2026 - 04:30 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ben-Noon Alon

(Last)

(First)

(Middle)

C/O NEUROSENSE THERAPEUTICS LTD.

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZLIYA

4672562

(City)

(State)

(Zip)

ISRAEL

(Country)

2. Issuer Name and Ticker or Trading Symbol
NeuroSense Therapeutics Ltd. [ NRSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾	06/16/2026		P		250,000	A	$0.8	4,534,233	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On June 16, 2026, the Reporting Person acquired 250,000 ordinary shares, no par value per share, of the Issuer at a purchase price of $0.80 per share, pursuant to a Securities Purchase Agreement dated April 28, 2026, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

	/s/ Alon Ben-Noon	06/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NeuroSense (NRSN) report for its CEO?

NeuroSense reported that CEO Ben-Noon Alon acquired 250,000 ordinary shares at $0.80 per share. The shares were purchased in a private placement, increasing his direct ownership to 4,534,233 ordinary shares following the transaction.

At what price did the NeuroSense (NRSN) CEO acquire new shares?

Ben-Noon Alon acquired 250,000 NeuroSense ordinary shares at a purchase price of $0.80 per share. This fixed price was set under a Securities Purchase Agreement dated April 28, 2026, executed through a private placement transaction.

How many NeuroSense (NRSN) shares does the CEO own after this Form 4?

After the reported transaction, CEO Ben-Noon Alon directly holds 4,534,233 NeuroSense ordinary shares. This reflects the addition of 250,000 shares acquired on June 16, 2026 through a private placement under a previously signed Securities Purchase Agreement.

What type of transaction was reported in the NeuroSense (NRSN) Form 4?

The Form 4 shows a purchase of ordinary shares by the CEO in a private placement. It was executed pursuant to a Securities Purchase Agreement and claimed as exempt from registration under Section 4(a)(2) of the Securities Act of 1933.