NeuroSense (Nasdaq: NRSN) insiders lead $600K PIPE financing at premium

Rhea-AI Filing Summary

NeuroSense Therapeutics Ltd. entered a definitive agreement for an insider-led PIPE private placement of $600,000 in ordinary shares. The company will sell 750,000 shares at $0.80 each, a price 6.7% above the April 27, 2026 closing share price.

CEO Alon Ben-Noon, CFO Or Eisenberg, and a significant existing shareholder each committed $200,000. The financing is expected to close during the week of May 3, 2026, subject to customary conditions. NeuroSense plans to use the proceeds for general corporate purposes ahead of upcoming clinical and regulatory milestones.

Insights

Biotech capital markets analyst

NeuroSense raises $600K in a small, insider-led PIPE at a modest premium.

NeuroSense Therapeutics arranged a $600,000 private investment in public equity, issuing 750,000 ordinary shares at $0.80 per share, a 6.7% premium to the prior close. Leadership and a major shareholder each committed $200,000, signaling internal support.

The deal relies on exemptions under Section 4(a)(2) and Regulation D, so the new shares are restricted until registered or sold under another exemption. Proceeds are earmarked for general corporate purposes related to clinical and regulatory milestones; detailed timing and impact depend on future development progress.

Key Figures

PIPE gross proceeds: $600,000 Shares issued in PIPE: 750,000 shares PIPE share price: $0.80 per share +3 more

6 metrics

PIPE gross proceeds $600,000 Insider-led private placement

Shares issued in PIPE 750,000 shares Ordinary shares sold in private placement

PIPE share price $0.80 per share Pricing of ordinary shares in PIPE

Premium to market 6.7% above prior close Compared to April 27, 2026 closing price

Insider and investor commitments $200,000 each CEO, CFO and significant investor participation

Expected closing week Week of May 3, 2026 Anticipated closing of private placement

Key Terms

PIPE financing, private placement, Section 4(a)(2) of the Securities Act, Regulation D, +1 more

5 terms

PIPE financing financial

"NeuroSense Announces Pricing of Insider-Led PIPE Financing"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

private placement financial

"to purchase $600,000 of ordinary shares 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 regulatory

"in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Regulation D regulatory

"and/or Regulation D thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

forward-looking statements regulatory

"This press release contains “forward-looking statements” that are subject to substantial risks"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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 April 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

On April 28, 2026, NeuroSense Therapeutics Ltd. issued a press release entitled “NeuroSense Announces Pricing of Insider-Led PIPE Financing.” A copy of the press release is furnished herewith as Exhibit 99.1.

This Form 6-K (including the press release attached hereto as 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. 333-269306, 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
99.1		Press Release dated April 28, 2026

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: April 28, 2026	By:	/s/ Alon Ben-Noon
		Alon Ben-Noon
		Chief Executive Officer

3

Exhibit 99.1

NeuroSense Announces Pricing of Insider-Led PIPE Financing

Financing led by CEO Alon Ben-Noon and CFO Or Eisenberg, alongside participation from an existing significant shareholder

CAMBRIDGE, Mass., April. 28, 2026 /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 in a private placement. In connection with the offering, NeuroSense agreed to sell an aggregate of 750,000 ordinary shares at a price of $0.80 per share, representing a purchase price of 6.7% above the closing pricing of NeuroSense's ordinary shares on April 27, 2026.

The private placement is subject to customary closing conditions and is expected to close during the week of May 3, 2026.

The private placement included participation from Company insiders and a leading existing shareholder. Chief Executive Officer Alon Ben-Noon, Chief Financial Officer Or Eisenberg, and a significant existing investor each committed $200,000 in the offering.

The Company intends to use the proceeds for general corporate purposes ahead of upcoming clinical and regulatory milestones.

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, 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 timing of regulatory filings, meetings and regulatory decisions. Further, certain forward-looking statements, including statements regarding the offering, including as to the consummation of the offering described above, the expected gross proceeds from the offering, the intended use of proceeds and the timing of the receipt of proceeds of the offering, 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 uncertainty regarding outcomes and the timing of current and future clinical trials; timing for reporting data, including from the study of PrimeC in Alzheimer’s disease; that the study will not be successful; 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 7, 2025 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.

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

FAQ

What financing did NeuroSense Therapeutics (NRSN) announce in this Form 6-K?

NeuroSense announced a private PIPE financing, raising $600,000 by selling 750,000 ordinary shares at $0.80 each. The deal is insider-led and documented via a Form 6-K that includes the related April 28, 2026 press release.

Who is participating in NeuroSense Therapeutics (NRSN) insider-led PIPE financing?

The PIPE includes participation from CEO Alon Ben-Noon, CFO Or Eisenberg, and a significant existing shareholder. Each committed $200,000, together providing the full $600,000 in gross proceeds described in the company’s announcement.

At what price is NeuroSense Therapeutics (NRSN) issuing shares in the PIPE?

NeuroSense agreed to sell 750,000 ordinary shares at $0.80 per share. This price represents a 6.7% premium to the closing price of NeuroSense’s ordinary shares on April 27, 2026, according to the company’s disclosure.

When is NeuroSense Therapeutics (NRSN) expected to close its $600,000 PIPE financing?

The private placement is expected to close during the week of May 3, 2026, subject to customary closing conditions. The timing reflects the company’s expectations as stated in its April 28, 2026 press release furnished with the Form 6-K.

How will NeuroSense Therapeutics (NRSN) use proceeds from the $600,000 PIPE financing?

NeuroSense intends to use the $600,000 in gross proceeds for general corporate purposes. The company specifically notes this funding is planned to support activities ahead of upcoming clinical and regulatory milestones in its neurodegenerative disease programs.

Under what securities law exemptions is NeuroSense Therapeutics (NRSN) PIPE being conducted?

The PIPE offering is being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D. As a result, the securities are restricted and may be resold only under an effective registration statement or another applicable exemption.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED APRIL 28, 2026 9.4 KB