NeuroSense Therapeutics Ltd. Files 20-F Annual Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>NeuroSense Therapeutics Ltd. has filed its annual 20-F report for the fiscal year ending December 31, 2023, detailing its financial status and stock information.</b>

AI Summary

NeuroSense Therapeutics Ltd. (NRSNW) filed a Foreign Annual Report (20-F) with the SEC on April 4, 2024. NeuroSense Therapeutics Ltd. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company's ordinary shares trade on the Nasdaq Capital Market under the symbol NRSN, and its warrants trade under NRSNW. As of December 31, 2023, NeuroSense Therapeutics Ltd. had 15,379,042 ordinary shares outstanding. The company is incorporated in Israel and its principal executive offices are located in Herzliya. The filing confirms the company is not a well-known seasoned issuer and is required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

For investors and stakeholders tracking NeuroSense Therapeutics Ltd., this filing contains several important signals. This filing provides investors with a comprehensive overview of NeuroSense's financial performance and operational status for the past fiscal year, crucial for investment decisions. The report's details on outstanding shares and trading symbols are essential for shareholders and potential investors tracking the company's market presence and equity structure.

Risk Assessment

Risk Level: low — NeuroSense Therapeutics Ltd. shows low risk based on this filing. The filing is a standard annual report (20-F) and does not contain new material financial or operational information that would significantly alter the risk profile.

Analyst Insight

Review the full 20-F filing for detailed financial statements, risk factors, and business outlook to assess the company's current standing and future prospects.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period covered by the annual report)
• 15,379,042 — Ordinary Shares Outstanding (As of December 31, 2023)
• 2024-04-04 — Filing Date (Date the 20-F was filed)

Key Players & Entities

• NeuroSense Therapeutics Ltd. (company) — Registrant name
• Nasdaq Capital Market (company) — Exchange where securities are registered
• NRSN (company) — Trading symbol for ordinary shares
• NRSNW (company) — Trading symbol for warrants
• Israel (company) — Jurisdiction of incorporation
• 15,379,042 (dollar_amount) — Number of ordinary shares outstanding as of December 31, 2023

FAQ

Risk Factors

• Reporting Obligations [low — regulatory]: The company is required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Industry Context

NeuroSense Therapeutics Ltd. operates in the pharmaceutical preparations industry, focusing on the development of treatments for neurological diseases.

Regulatory Implications

As a foreign private issuer, the company files an annual report on Form 20-F, which is a comprehensive disclosure document required by the SEC.

What Investors Should Do

1. Thoroughly review the financial statements and management's discussion and analysis within the 20-F for detailed insights into the company's financial health.
2. Examine the risk factors section for any new or updated risks that could impact the company's operations or stock performance.
3. Monitor future SEC filings for updates on clinical trial progress, regulatory approvals, and financial results.

Key Dates

• 2023-12-31: Fiscal Year End — Covers the period for the annual report.
• 2024-04-04: Filing Date — Date the 20-F was officially submitted to the SEC.

Year-Over-Year Comparison

This is the annual 20-F filing for the fiscal year ended December 31, 2023, providing a year-end summary of the company's status.

Key Financial Figures

• $1 — anslated using the rate of NIS 3.627 to $1.00, based on the representative exchang
• $2.6 million — 2023, we had cash, cash equivalents of $2.6 million. Our financial statements have been p
• $11.28 million — February 2017, including net losses of $11.28 million and $12.34 million for the years ended
• $12.34 million — luding net losses of $11.28 million and $12.34 million for the years ended December 31, 2023 a

Filing Documents

• ea0202964-20f_neuro.htm (20-F) — 2371KB
• ea020296401ex2-1_neuro.htm (EX-2.1) — 57KB
• ea020296401ex8-1_neuro.htm (EX-8.1) — 3KB
• ea020296401ex12-1_neuro.htm (EX-12.1) — 16KB
• ea020296401ex12-2_neuro.htm (EX-12.2) — 12KB
• ea020296401ex13-1_neuro.htm (EX-13.1) — 4KB
• ea020296401ex13-2_neuro.htm (EX-13.2) — 4KB
• ea020296401ex15-1_neuro.htm (EX-15.1) — 2KB
• ea020296401ex97-1_neuro.htm (EX-97.1) — 27KB
• image_001.jpg (GRAPHIC) — 105KB
• 0001213900-24-030439.txt (&nbsp;) — 8247KB
• nrsn-20231231.xsd (EX-101.SCH) — 105KB
• nrsn-20231231_cal.xml (EX-101.CAL) — 36KB
• nrsn-20231231_def.xml (EX-101.DEF) — 302KB
• nrsn-20231231_lab.xml (EX-101.LAB) — 604KB
• nrsn-20231231_pre.xml (EX-101.PRE) — 315KB
• ea0202964-20f_neuro_htm.xml (XML) — 942KB

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers 1

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 1

Key Information

Item 3. Key Information 1

Information on the Company

Item 4. Information on the Company 47

Unresolved Staff Comments

Item 4A. Unresolved Staff Comments 73

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 73

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 81

Major Shareholders and Related Party Transactions

Item 7. Major Shareholders and Related Party Transactions 104

Financial Information

Item 8. Financial Information 106

The Offer and Listing

Item 9. The Offer and Listing 106

Additional Information

Item 10. Additional Information 107

Quantitative and Qualitative Disclosures About Market Risk

Item 11. Quantitative and Qualitative Disclosures About Market Risk 126

Description of Securities Other than Equity Securities

Item 12. Description of Securities Other than Equity Securities 126 PART II

Defaults, Dividend Arrearages and Delinquencies

Item 13. Defaults, Dividend Arrearages and Delinquencies 128

Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 128

Controls and Procedures

Item 15. Controls and Procedures 128

[Reserved]

Item 16. [Reserved] 129

Audit Committee Financial Expert

Item 16A. Audit Committee Financial Expert 129

Code of Ethics

Item 16B. Code of Ethics 129

Principal Accountant Fees and Services

Item 16C. Principal Accountant Fees and Services 130

Exemptions from the Listing Standards for Audit Committees

Item 16D. Exemptions from the Listing Standards for Audit Committees 130

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 130

Change in Registrant's Certifying Accountant

Item 16F. Change in Registrant's Certifying Accountant 130

Corporate Governance

Item 16G. Corporate Governance 130

Mine Safety Disclosure

Item 16H. Mine Safety Disclosure 131

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 16I Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 131

Insider Trading Policies

Item 16J. Insider Trading Policies 131

Cybersecurity

Item 16K. Cybersecurity 131 PART III

Financial Statements

Item 17. Financial Statements 132

Financial Statements

Item 18. Financial Statements 132

Exhibits

Item 19. Exhibits 132

Signatures

Signatures 133 Index to Consolidated Financial Statements F-1 i References to NeuroSense Unless otherwise indicated or the context otherwise requires, all references in this annual report to the terms "NeuroSense," "NeuroSense Therapeutics," the "Company," "we," "us" and "our" refer to NeuroSense Therapeutics Ltd. In this annual report, any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender. PRESENTATION OF FINANCIAL INFORMATION The term "NIS" refers to New Israeli Shekels, the lawful currency of the State of Israel, and the terms "dollar" or "$" refer to U.S. dollars, the lawful currency of the United States. Unless derived from our financial statements or otherwise indicated, U.S. dollar translations of NIS amounts presented in this annual report are translated using the rate of NIS 3.627 to $1.00, based on the representative exchange rate reported by the Bank of Israel on December 29, 2023. TRADEMARKS, SERVICE MARKS AND TRADENAMES The NeuroSense Therapeutics logo and other trademarks and service marks of NeuroSense Therapeutics appearing in this annual report are the property of the Company. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this annual report are presented without the and symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names. This annual report contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this annual report are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies'

Selected Financial Data

Selected Financial Data Reserved. B. Capitalization and Indebtedness Not applicable. C . Reasons for the Offer and Use of Proceeds Not applicable. D.

Risk Factors

Risk Factors Investing in our ordinary shares and warrants, or Warrants, involves a high degree of risk. You should carefully consider the risks and uncertainties described below, in addition to the other information set forth in this annual report, including the financial statements and the related notes beginning on page F-1 of this annual report, before purchasing our securities. If any of the following risks actually occurs, our business, financial condition, results of operations and prospects could be materially and adversely affected and, as a result, the market price of our ordinary shares and Warrants could decline and you could lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and results of operations. 1 Summary of Risk Factors The following is a summary of certain important factors that may make an investment in our Company speculative or risky. You should carefully consider the full risk factor disclosure set forth below, in addition to the other information herein, including the section of this report titled "Operating and Financial Review and Prospects" and our financial statements and related notes. Our

financial statements include a going concern reference. We will require substantial additional financing to achieve

financial statements include a going concern reference. We will require substantial additional financing to achieve our goals, and a failure to obtain this capital when needed and on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development, commercialization efforts or other operations. We have a limited operating history and have incurred significant losses and negative cash flows since our inception, and we anticipate that we will continue to incur significant losses and negative cash flows for the foreseeable future, which makes it difficult to assess our future viability. Raising additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our technologies or product candidates. We are dependent on the success of our lead product candidate, PrimeC, including obtaining regulatory approval to market PrimeC in the United States. We may be unable to obtain regulatory approval for our product candidates. To date, we have only generated limited clinical data for our product candidates. We have limited experience in conducting clinical trials and have never obtained approval for any product candidates, and may be unable to do so successfully. We have not applied for regulatory approvals to market any of our other product candidates, and we may be delayed in obtaining or failing to obtain such regulatory approvals and to commercialize our product candidates. We may not be able to advance our preclinical product candidates into clinical development and through regulatory approval and commercialization. Clinical drug development involves a lengthy and expensive process with an uncertain outcome, results of earlier studies and trials may not be predictive of future trial results, and our clinical trials may fail to adequately demonstrate the safety and efficacy of our product candidates. PrimeC or any of our other product candidates may produce un

View Full Filing

View this 20-F filing on SEC EDGAR