Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
28 August 2024 - 9:05PM
Edgar (US Regulatory)
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 2024
Commission File Number: 001-41084
NeuroSense Therapeutics Ltd.
(Translation of registrant’s name into English)
11 HaMenofim Street, Building B
Herzliya 4672562 Israel
+972-9-9531142
(Address of principal executive office)
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 ☐
NeuroSense Therapeutics Ltd. (the Company) hereby reports that it is
currently in advanced discussions with several multi-billion-dollar pharmaceutical companies regarding a potential strategic partnership
for the development and commercialization of its lead drug candidate, PrimeC, for the treatment of Amyotrophic Lateral Sclerosis (ALS).
These discussions, based on non-binding terms, indicate the potential
for substantial financial benefits to NeuroSense, including upfront payments, milestone payments and royalty payments as part of an agreement.
NeuroSense anticipates receiving terms from these discussions in Q4 2024; however, there can be no assurance that terms will be finalized
with any of the pharmaceutical companies, the timing, what would be the final terms, if any, or that a definitive agreement will be reached.
PrimeC, a combination drug designed to target multiple mechanisms involved
in the progression of ALS, has shown promising results in clinical trials.
This Report on Form 6-K 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 and 333-260338), 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date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
This Report on Form 6-K contains “forward-looking statements”
that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Report
on Form 6-K are forward-looking statements including, without limitation, as to reaching reaching an agreement with a large pharmaceutical
company with respect to a strategic partnership for the development and commercialization of PrimeC and the timing of such agreement.
Forward-looking statements contained in this Report on Form 6-K 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. 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
the risk that no such agreement will be reached, a delay in signing of any such agreement, that the terms of any such agreement will not
be as beneficial as currently contemplated, 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, a delay in
patient enrollment in the planned Phase 3 pivotal ALS trial of PrimeC; 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 the company; the ability to regain compliance
with Nasdaq’s continued listing standards; 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 the Company is contained under the heading “Risk Factors” in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 3, 2024. Forward-looking statements contained in this announcement are
made as of this date, and NeuroSense Therapeutics Ltd. undertakes no duty to update such information except as required under applicable
law.
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.
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NeuroSense Therapeutics Ltd. |
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Date: August 28, 2024 |
By: |
/s/ Alon Ben-Noon |
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Alon Ben-Noon |
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Chief Executive Officer |
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