NeuroSense Therapeutics Announces Private Placement with Senior Management Participation at Premium to Market Price

Rhea-AI Summary

NeuroSense Therapeutics (Nasdaq: NRSN) has announced a private placement of $600,000 in ordinary shares and warrants. The company will sell 800,000 ordinary shares and warrants to purchase an additional 800,000 shares at a combined price of $0.75 per share and accompanying warrant, representing a 10% premium to the closing price on August 6, 2024. The warrants have a five-year term and an exercise price of $0.75 per share.

Notably, senior management, including the CEO, CFO, and CMO, as well as existing shareholders, are participating in the offering. The proceeds will be used for general corporate and working capital purposes. CEO Alon Ben-Noon expressed confidence in PrimeC's potential, citing positive results from the Phase 2b PARADIGM Study for ALS treatment.

Positive

• Private placement at a 10% premium to market price
• Senior management and insiders participating in the offering
• Positive results reported from Phase 2b PARADIGM Study for PrimeC in ALS treatment

Negative

• Potential dilution for existing shareholders due to new share issuance

Financial Analyst

NeuroSense's $600,000 private placement at a 10% premium to market price is a positive signal, albeit modest in scale. The participation of senior management and family members demonstrates insider confidence in PrimeC's potential. However, the small size of the raise may indicate external investor interest or a strategic decision to minimize dilution.

The warrant structure (1:1 ratio, 5-year term, $0.75 exercise price) provides potential upside for investors but could lead to future dilution if exercised. The premium pricing and insider participation suggest management's optimism, but investors should note that this doesn't guarantee clinical or commercial success for PrimeC.

While the funding strengthens NeuroSense's working capital, it's important to monitor the company's burn rate and future financing needs, especially given the capital-intensive nature of late-stage clinical trials in neurodegenerative diseases.

Medical Research Analyst

The management's confidence in PrimeC, stemming from positive Phase 2b PARADIGM Study results, is encouraging for NeuroSense's ALS treatment pipeline. However, it's important to remember that Phase 2 success doesn't guarantee Phase 3 efficacy or FDA approval. The transition from Phase 2 to Phase 3 often sees increased failure rates due to larger, more diverse patient populations and stricter efficacy requirements.

Investors should seek more details on the PARADIGM Study results and PrimeC's mechanism of action. The ALS treatment landscape is challenging, with many promising candidates failing in late-stage trials. NeuroSense's ability to differentiate PrimeC and demonstrate clear clinical benefits will be critical for its success in this competitive and complex therapeutic area.

CAMBRIDGE, Mass., Aug. 7, 2024 /PRNewswire/ -- NeuroSense Therapeutics Ltd. (Nasdaq: NRSN) ("NeuroSense"), a late-clinical stage biotechnology company developing novel treatments for severe neurodegenerative diseases, today announced the entry into a definitive agreement with certain investors to purchase $600,000 of ordinary shares and warrants in a private placement. In connection with the offering, NeuroSense agreed to sell an aggregate of 800,000 ordinary shares and warrants to purchase an aggregate of 800,000 ordinary shares, at a combined purchase price of $0.75 per share and accompanying warrant, representing a purchase price of 10% above the closing pricing of NeuroSense's ordinary shares on August 6, 2024. The warrants have a term of five years from the date of issuance and an exercise price of $0.75 per share.

The private placement is subject to customary closing conditions and is expected to close during the week of August 12, 2014.

Insiders, including senior management of NeuroSense, the Chief Executive Officer, the Chief Financial Officer, the Chief Medical Officer, and members of the CEO's family, as well as previously existing shareholders, are participating in the offering.

Proceeds from the private placement are expected to be used for general corporate and working capital purposes.

Alon Ben-Noon, NeuroSense's CEO, commented: "Our senior management team are highly confident and enthusiastic about PrimeC's potential, especially given the positive results from our Phase 2b PARADIGM Study. We are dedicated to PrimeC's success and are personally invested in its continued development. This round of funding underscores our unwavering commitment to advancing PrimeC and highlights our belief in its transformative potential for ALS patients."

The offering is being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder. Accordingly, the securities issued in the offering may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About NeuroSense

NeuroSense Therapeutics, Ltd. is a clinical-stage biotechnology company focused on discovering and developing treatments for patients suffering from debilitating neurodegenerative diseases. NeuroSense believes that these diseases, which include amyotrophic lateral sclerosis (ALS), Alzheimer's disease and Parkinson's disease, among others, represent one of the most significant unmet medical needs of our time, with limited effective therapeutic options available for patients to date. Due to the complexity of neurodegenerative diseases and based on strong scientific research on a large panel of related biomarkers, NeuroSense's strategy is to develop combined therapies targeting multiple pathways associated with these diseases.

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.

Forward-Looking Statements

This press release contains "forward-looking statements" that are subject to substantial risks and uncertainties. All statements, statements relating to the private placement are forward-looking statements, including, without limitation, as to the consummation of the offering described above, the expected proceeds from the offering, the intended use of proceeds and the timing of the closing of the offering. 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 relating to the consummation of the offering described above, the expected proceeds from the offering, the intended use of proceeds and the timing of the closing of the offering. Further, certain forward-looking statements 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 unexpected R&D costs or operating expenses, a delay in the reporting of additional results from PARADIGM clinical trial, the timing of expected regulatory and business milestones, risks associated with meeting with the FDA to determine the best path forward following the results from PARADIGM clinical trial, including a delay in any such meeting; the potential for PrimeC to safely and effectively target ALS; preclinical and clinical data for PrimeC; the uncertainty regarding outcomes and the timing of current and future clinical trials; timing for reporting data; the development and commercial potential of any product candidates of Neurosense; the ability of NeuroSense to remain listed on Nasdaq; 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 April 4, 2024 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.

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SOURCE NeuroSense

FAQ

What is the size of NeuroSense Therapeutics' (NRSN) private placement announced on August 7, 2024?

NeuroSense Therapeutics announced a private placement of $600,000 in ordinary shares and warrants.

At what price are the shares and warrants being offered in NeuroSense's (NRSN) private placement?

The shares and accompanying warrants are being offered at a combined price of $0.75 per share, which is a 10% premium to the closing price on August 6, 2024.

Who is participating in NeuroSense Therapeutics' (NRSN) private placement?

Senior management, including the CEO, CFO, and CMO, as well as existing shareholders, are participating in the private placement.

What will the proceeds from NeuroSense's (NRSN) private placement be used for?

The proceeds from the private placement are expected to be used for general corporate and working capital purposes.