As filed with the Securities and Exchange Commissionon November 19, 2024.

Registration No. 333-                

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

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NeuroSense TherapeuticsLtd.
(Exact Name of Registrant as Specified in Its Charter)

Not Applicable
(Translation of Registrant’s name into English)

11 HaMenofim Street, Building B
Herzliya 4672562 Israel
+972-9-7996183

(Address, Including Zip Code, and Telephone Number,Including Area Code, of Registrant’s Principal Executive Offices)

Cogency Global Inc.
122 East 42^nd Street,
18^th Floor, New York, NY 10168
(212) 947-7200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposedsale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on thisform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check thefollowing box. ☒

If this form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant isan emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares itsfinancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards^† provided pursuant to Section 7(a)(2)(B)of the Securities Act. ☐

The Registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of theSecurities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission,acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectusis not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and ExchangeCommission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy thesesecurities in any state where the offer or sale is not permitted.

Up to 10,000,000 Ordinary Shares

NeuroSense Therapeutics Ltd.

This prospectus relates to the offer and saleof up to 10,000,000 of our ordinary shares, no par value per share, by YA II PN, LTD., or YA or the Selling Shareholder, a Cayman Islandsexempt limited partnership.

The ordinary shares represented by ordinary shares being offered bythe Selling Shareholder are to be issued pursuant to the Standby Equity Purchase Agreement dated October 31, 2024 that we entered intowith YA, or the Purchase Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds fromthe sale of our ordinary shares by the Selling Shareholder. However, we may receive up to $30.0 million in aggregate gross proceeds fromsales of our ordinary shares, or the Advance Shares, to YA that we may make under the Purchase Agreement, from time to time, each such occurrence, an Advance, during the36 months following the execution of the Purchase Agreement. Pursuant to the Purchase Agreement, we issued an aggerate of 224,697 ordinaryshares, or the Commitment Shares, to YA as consideration for its irrevocable commitment to purchase our ordinary shares under the PurchaseAgreement. The additional 9,775,303 ordinary shares represent Advance Shares that may be offered pursuant to this prospectus and purchasedby YA from time to time pursuant to the Purchase Agreement at a price equal to 97% of the lowest of the three daily volume weighted averageprices, or VWAPs, during a pricing period as set forth in the Purchase Agreement and would be subject to certain limitations.

The Selling Shareholder may sell the ordinaryshares included in this prospectus in a number of different ways and at varying prices. We provide more information about how the SellingShareholder may sell the shares in the section entitled “Plan of Distribution.” The Selling Shareholder is an “underwriter”within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, the Securities Act.

The Selling Shareholder will pay all brokeragefees and commissions and similar expenses in connection with the offer and sale of the shares by the Selling Shareholder pursuant to thisprospectus. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering under the SecuritiesAct the offer and sale of the shares included in this prospectus by the Selling Shareholder. See “Plan of Distribution.”

Our ordinary shares and publicly-listed warrants, each warrant exercisablefor one ordinary share, are traded on the Nasdaq Capital Market, or Nasdaq, under the symbols “NRSN” and “NRSNW,”respectively. The last reported sale price for our ordinary shares on November 18, 2024 as quoted on Nasdaq was $1.18 per share, and thelast reported sale price for our warrants on November 18, 2024 as quoted on Nasdaq was $0.12 per warrant.

We are an “emerginggrowth company” and a “foreign private issuer” as defined under the U.S. federal securities laws, and as such, willbe eligible for reduced public company disclosure requirements. See “About the Company—Implications of Being an Emerging GrowthCompany” and “About the Company—Implications of Being a Foreign Private Issuer” for additional information.

Investing in our securities involves a highdegree of risk. See “Risk Factors” beginning on page 9.

Neither the Securities and Exchange Commission(or the SEC), nor any state or other foreign securities commission has approved nor disapproved these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2024.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part ofthe registration statement on Form F-1 that we filed with the Securities and Exchange Commission (the “SEC”) forthe offering of the ordinary shares by the selling shareholder.

You should not assume thatthe information contained in, or incorporated by reference into, this prospectus is accurate on any date subsequent to the date set forthon the front cover of this prospectus, even though this prospectus is delivered or the ordinary shares covered by this prospectus aresold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in, or incorporatedby reference into, this prospectus in making your investment decision. You should also read and consider the information in the documentsto which we have referred you under the caption “Where You Can Find Additional Information” in this prospectus.

Neither we nor the sellingshareholder has authorized anyone to provide any information or to make any representation other than those contained in, or incorporatedby reference into, this prospectus. You must not rely upon any information or representation not contained in, or incorporated by referenceinto, this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securitiesother than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buyany securities of the Company in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

This prospectus, includingthe information incorporated by reference herein, contains forward-looking statements that are subject to a number of risks and uncertainties,many of which are beyond our control. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

TRADEMARKS, SERVICE MARKS AND TRADENAMES

The NeuroSense Therapeutics logo and other trademarksand service marks of NeuroSense Therapeutics Ltd. appearing in this prospectus or the information incorporated by reference herein arethe property of the Company. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in thisprospectus are presented without the ^® and ^™ symbols, but such references are notintended 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 prospectus, including the information incorporated by reference herein, contains additional trademarks,service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus or the informationincorporated by reference herein are, to our knowledge, the property of their respective owners. We do not intend our use or display ofother companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorshipof us by, any other companies.

MARKET AND INDUSTRY DATA

Thisprospectus, including the information incorporated by reference herein, contains industry, market and competitive position data that arebased on industry publications and studies conducted by third parties as well as our own internal estimates and research. These industrypublications and third-party studies generally state that the information that they contain has been obtained from sources believedto be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publicationsand third-party studies is reliable, we have not independently verified the market and industry data obtained from these third-party sources.Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertaintiesas the other forward-looking statements included in, or incorporated by reference into, this prospectus. While we believe our internalresearch is reliable and the definition of our market and industry are appropriate, neither such research nor these definitions have beenverified by any independent source. 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus andcertain information incorporated by reference herein contain forward-looking statements within the meaning of Section 27Aof the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the“Exchange Act”), and other securities laws. Many of the forward-looking statements contained in, orincorporated by reference into, this prospectus can be identified by the use of forward-looking words such as“anticipate,” “believe,” “could,” “estimate,” “expect,”“intend,” “may,” “might,” “plan,” “potential,” “should,”“target,” “would” and other similar expressions that are predictions of or indicate future events and futuretrends, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on ourmanagement’s beliefs and assumptions and on information currently available to our management. Such statements are subject to substantialrisks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statementsdue to a variety of factors, including, but not limited to, those identified under the section titled “Risk Factors” in thisprospectus or the documents incorporated herein. These risks and uncertainties include factors relating to:

The preceding list is not intended to be an exhaustivelist of all of our risks and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statementsin this prospectus or the documents incorporated herein or therein will prove to be accurate. Furthermore, if our forward-looking statementsprove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements,you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives andplans in any specified time frame, or at all.

In addition, statements that “we believe”and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information availableto us as of the date of this prospectus or any document incorporated herein or therein, and while we believe such information forms areasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicatethat we have conducted an exhaustive inquiry into, or review of, all relevant information.

Unless otherwise required by law, we do not undertakeany obligation to update them in light of new information or future developments or to release publicly any revisions to these statementsin order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

You should read this prospectus, the documents incorporatedherein and therein, completely and with the understanding that our actual future results may be materially different from what we expect.We qualify all of our forward-looking statements by these cautionary statements.

RISK FACTORS

You should carefully considerthe risks described below and the risks described in our 2023 Annual Report, which are incorporated by reference herein, as well as thefinancial or other information included in this prospectus or incorporated by reference in this prospectus, including our consolidatedfinancial statements and the related notes, before you decide to buy our securities. The risks and uncertainties described below are notthe only risks facing us. We may face additional risks and uncertainties not currently known to us or that we currently deem to be immaterial.Any of the risks described below, and any such additional risks, could materially adversely affect our business, financial condition orresults of operations. In such case, you may lose all or part of your original investment.

Risks Related to the Offering

It is not possible to predict the actualnumber of shares we will sell under the Purchase Agreement to the Selling Shareholder, or the actual gross proceeds resulting from thosesales.

On October 31, 2024, we enteredinto the Purchase Agreement with YA, pursuant to which YA has committed to purchase up to $30.0 million in ordinary shares, subject tocertain limitations and conditions set forth in the Purchase Agreement. The ordinary shares that may be issued under the Purchase Agreementmay be sold by us to YA at our discretion from time to time during the Commitment Period.

We generally have the rightto control the timing and amount of any sales of our ordinary shares to YA under the Purchase Agreement. Sales of our ordinary shares,if any, to YA under the Purchase Agreement will depend upon market conditions and other factors. We may ultimately decide to sell to YAall, some or none of the ordinary shares that may be available for us to sell to YA pursuant to the Purchase Agreement.

Because the purchaseprice per share to be paid by YA for the ordinary shares that we may elect to sell to YA under the Purchase Agreement, if any, willfluctuate based on the market prices of our ordinary shares during the applicable Pricing Period for each purchase made pursuant tothe Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales,the number of ordinary shares that we will sell to YA under the Purchase Agreement, the purchase price per share that YA will payfor shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchasesby YA under the Purchase Agreement, if any. 

Limitations in the PurchaseAgreement, including the Ownership Limitation, and our ability to meet the conditions necessary to deliver an Advance Notice, could preventus from being able to raise funds up to the Commitment Amount.

Moreover, although the PurchaseAgreement provides that we may sell up to an aggregate of $30.0 million of our ordinary shares to YA, only 10,000,000 ordinary sharesare being registered for resale by YA under the registration statement that includes this prospectus, consisting of (i) the CommitmentShares that we issued to YA upon execution of the Purchase Agreement as consideration for its commitment to purchase our ordinary sharesunder the Purchase Agreement, and (ii) the Advance Shares that we may elect to sell to YA, in our sole discretion, from time to time fromduring the Commitment Period, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, through salesunder the Purchase Agreement. Even if we elect to sell to YA all of the shares being registered for resale under this prospectus, dependingon the market prices of our ordinary shares at the time of such sales, the actual gross proceeds from the sale of all such shares maybe substantially less than the $30.0 million Commitment Amount under the Purchase Agreement, which could materially adversely affect ourliquidity.

If we desire to issue andsell to YA under the Purchase Agreement more than the a number of ordinary shares in excess of the YA Shares being registered for resaleunder this prospectus, and the Ownership Limitation and other limitations in the Purchase Agreement would allow us to do so, we wouldneed to file with the SEC one or more additional registration statements to register under the Securities Act the resale by YA of anysuch additional ordinary shares and the SEC would have to declare such registration statement or statements effective before we couldsell additional ordinary shares.

Any issuance and sale by usunder the Purchase Agreement of a substantial amount of ordinary shares in addition to the ordinary shares being registered for resaleby YA under this prospectus could cause additional substantial dilution to our shareholders. The number of our ordinary shares ultimatelyoffered for sale by YA is dependent upon the ordinary shares, if any, we ultimately sell to YA under the Purchase Agreement.

The resale by YA of a significantamount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause themarket price of our ordinary shares to decline and to be highly volatile.

Investors who buy shares at different timeswill likely pay different prices.

Pursuant to the Purchase Agreement,we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to YA. If and when we do electto sell ordinary shares to YA pursuant to the Purchase Agreement, YA may resell all, some or none of such shares at any time or from timeto time in its discretion and at different prices. As a result, investors who purchase shares from YA in this offering at different timeswill likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilutionand different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from YAin this offering as a result of future sales made by us to YA at prices lower than the prices such investors paid for their shares inthis offering.

We may require additional financing to sustainour operations and without it we will not be able to continue operations.

The extent to which werely on YA as a source of funding will depend on a number of factors, including the prevailing market price of our ordinary shares,our ability to meet the conditions necessary to deliver Advance Notices under the Purchase Agreement, the impacts of the OwnershipLimitation and the extent to which we are able to secure funding from other sources. Regardless of the amount of funds we ultimatelyraise under the Purchase Agreement, if any, we expect to continue to seek other sources of funding. Even if we were to sell to YAthe total Commitment Amount under the Purchase Agreement, we expect that we will need additional capital to fully implement ourbusiness plan.

The sale of a substantial amount of ourordinary shares or ordinary shares, including resale of the held by the selling shareholder in the public market could adversely affectthe prevailing market price of our ordinary shares.

We are registering for resale10,000,000 ordinary shares. Sales of substantial amounts of shares of our ordinary shares or ordinary shares in the public market, orthe perception that such sales might occur, could adversely affect the market price of our ordinary shares, and the market value of ourother securities. We cannot predict if and when the selling shareholder may sell such shares in the public markets. Furthermore, in thefuture, we may issue additional ordinary shares or ordinary shares or other equity or debt securities convertible into ordinary sharesor ordinary shares. Any such issuance could result in substantial dilution to our existing shareholders and could cause our share priceto decline.

Future sales andissuances of our ordinary shares or other securities might result in significant dilution and could cause the price of our ordinary sharesto decline.

Toraise capital, we may sell ordinary shares, convertible securities or other equity securities in one or more transactions other than thosecontemplated by the Purchase Agreement, at prices and in a manner we determine from time to time. We may sell shares or other securitiesin any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasingshares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell additionalordinary shares, or securities convertible or exchangeable into ordinary shares, in future transactions may be higher or lower than theprice per share paid by investors in this offering. Any sales of additional shares will dilute our shareholders.

Salesof a substantial number of ordinary shares in the public market or the perception that these sales might occur could depress the marketprice of our ordinary shares and could impair our ability to raise capital through the sale of additional equity securities. We are unableto predict the effect that sales may have on the prevailing market price of our ordinary shares. In addition, the sale of substantialnumbers of our ordinary shares could adversely impact their price.

Management willhave broad discretion as to the use of the net proceeds from the Purchase Agreement.

Ourmanagement will have broad discretion in the allocation of the net proceeds and could use them for purposes other than those contemplatedat the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of those net proceeds,and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return forus. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition,operating results and cash flows.

We conduct some of our operations in Israel.Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s waragainst them, may affect our operations.

Our corporate headquartersis located in Herzliya, Israel. Because we are incorporated under the laws of the State of Israel, and most of our officers and fourteenout of sixteen of our employees are residents of Israel, our business and operations are directly affected by economic, political, geopoliticaland military conditions in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred betweenIsrael and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile strikes,hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditionsin Israel.

In October 2023, Hamasterrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and militarytargets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’sborder with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths andinjuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s securitycabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to theircontinued rocket and terror attacks. In parallel, border clashes between Israel and the Hezbollah terrorist group on Israel’snorthern border with Lebanon intensified and may escalate into a greater regional conflict.

In addition, since the commencementof these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization)and on other fronts from various extremist groups in region, such as the Houthis in Yemen and variousrebel militia groups in Syria and Iraq. In addition, in April 2024 and October 2024, Iran (in concert with other regional actors)launched direct attacks on Israel involving hundreds of drones and missiles and has threatened to continue to attack Israel and is widelybelieved to be developing nuclear weapons. Such attacks may continue due to continuing tensions in the region. Iran is also believed tohave a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemenand various rebel militia groups in Syria and Iraq. These situations may potentially escalate in the future to more violent events whichmay affect Israel and us. Additionally, Yemeni rebel group, the Houthis, launched series of attacks on global shipping routes in the RedSea, causing disruptions of supply chain. These geopolitical developments may adversely affect our ability to continue carrying out variousadministrative, research, operational and commercial functions and activities both in Israel and globally.

Any hostilities, armed conflicts,terrorist activities involving Israel or the interruption or curtailment of trade between Israel and its trading partners, or any politicalinstability in the region could directly or indirectly adversely affect business conditions and our results of operations and could makeit more difficult for us to raise capital and could adversely affect the market price of our ordinary share. An escalation of tensionsor violence might result in a significant downturn in the economic or financial condition of Israel, which could have a material adverseeffect on our operations in Israel and our business. Parties with whom we do business have sometimes declined to travel to Israel duringperiods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partnersface to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involvingperformance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeureprovisions in such agreements. 

The Israel Defense Force,or IDF, the national military of Israel, is a conscripted military service, subject to certain exceptions. Since October 7, 2023, theIDF has called up several hundred thousand of its reserve forces to serve. Fourteen out of our current 16 employees are resident in Israel.Three of our five executive officers and the 11 other non-management employees of the Company reside in Israel. Currently none of ourexecutive officers nor non-management employees have been called up to perform reserve military service; however, some employees may becalled for service in the current or future wars or other armed conflicts with Hamas, Hezbollah or other regional threat actors, and suchpersons may be absent for an extended period of time. As a result, our operations in Israel may be disrupted by such absences, which disruptionmay materially and adversely affect our business, prospects, financial condition and results of operations.

Since the war broke out onOctober 7, 2023, our operations have not been adversely affected by this situation, and we have not experienced disruptions to our clinicalstudies. As such, our clinical and business development activities remain on track. However, the intensity and duration of Israel’scurrent war against Hamas and Hezbollah is difficult to predict at this stage, as are such war’s economic implications on our businessand operations and on Israel’s economy in general. If the war extends for a long period of time or expands to other fronts, suchas Iran, Lebanon, Syria and the West Bank, our operations may be adversely affected.

All ofour clinical and pre-clinical research and development is currently being conducted outside ofIsrael, other than our 12-month open label-extension, or OLE, study of the PARADIGM trial, partially conducted inTel Aviv, and a planned Phase 2 trial with PrimeC for AD that we plan to conduct in Haifa,Israel. The OLE has not been affected by the war, although the quality of the study may be adversely affected if as a result of thewar patients are unable to visit the study center or the study coordinator is not able to conduct home visits and monitorthe patients. In addition, in the event of a significant escalation of hostilities in northern Israel, there may be a delay inthe planned AD trial. We do not believe the planned AD trial will be materially affected by the war and do notanticipate that any such delay as a result of the war would have a material impact on us. We may also elect to set up a site inIsrael for a Phase 3 pivotal ALS trial of PrimeC, but this would be in addition to numerous other sites in Europe and the UnitedStates, and as a result we do not expect the timeline or quality of this trial to be adversely affected by the war. Ourmanufacturing is conducted in India. We do not currently anticipate any disruption to the supply chain relevant to our ongoingclinical trials and believe there are alternative sources of supply from whom we could obtain the necessary finished drug product toconduct our clinical trials. In addition, we believe we have sufficient finished product in inventory to continue our ongoingclinical trials for at least the next few months.

Our commercial insurance doesnot cover losses that may occur as a result of an event associated with the security situation in the Middle East. Although the Israeligovernment is currently committed to covering the reinstatement value of direct damages that are caused by terrorist attacks or acts ofwar, there can be no assurance that this government coverage will be maintained, or if maintained, will be sufficient to compensate usfully for damages incurred. Any losses or damages incurred by us could have a material adverse effect on our business, financial conditionand results of operations.

Finally, political conditionswithin Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, theIsraeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. Todate, these initiatives have been substantially put on hold. Actual or perceived political instability in Israel or any negative changesin the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, our business, financialcondition, results of operations and growth prospects.

If we fail to maintain compliance with NASDAQ’scontinued listing requirements, our shares may be delisted from the NASDAQ Capital Market.

To continue to be listedon Nasdaq, we need to satisfy a number of conditions, including the Minimum Bid Price Rule and the Minimum Equity Rule. On June 21,2024, we received a notification letter from Nasdaq that we had not regained compliance with the Minimum Equity Rule due to our stockholders’equity falling below the required minimum of $2,500,000. We promptly requested a hearing before the Panel, which was held on August 1,2024, where we presented a comprehensive plan to regain compliance. On August 25, 2024, we received a written notice from Nasdaqthat the Panel granted our request for an exception to continue its listing on Nasdaq until October 31, 2024. On November 11, 2024,we received a written notice from Nasdaq, stating that the Panel had granted our request for continued listing on Nasdaq, subject to ourfiling a public disclosure on or before December 18, 2024, describing the transactions we had undertaken to achieve compliance and demonstratelong-term compliance with Minimum Equity Rule and providing an indication of our equity following those transactions and the provisionof income projections to Nasdaq. This extension allows us additional time to demonstrate compliance with the Minimum Equity Rule and meetthe required conditions.

No assurance can be given thatwe will be able to regain compliance with the Minimum Equity Rule or comply with the other standards that we are required to meet in orderto maintain a listing on such exchange, such as the Minimum Bid Price Rule, and no assurance can be given that even if we regain compliancewith the Minimum Equity Rule we will maintain sufficient shareholders’ equity or the price of the ordinary shares will not againbe in violation of Nasdaq’s Minimum Bid Price Rule in the future. Our failure to meet these requirements may result in our securitiesbeing delisted from Nasdaq.

If the ordinary shares aredelisted from Nasdaq, we may seek to list them on other markets or exchanges or the ordinary shares may trade on the pink sheets. In theevent of such delisting, our shareholders’ ability to trade, or obtain quotations of the market value of, our ordinary shares wouldbe severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and largerspreads in the bid and ask prices for our securities. In addition, the substantially decreased trading in the ordinary shares and decreasedmarket liquidity of the ordinary shares as a result of the loss of market efficiencies associated with Nasdaq and the loss of federalpreemption of state securities laws, which could materially adversely affect our ability to obtain financing on acceptable terms, if atall, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business developmentopportunities. Additionally, the market price of the ordinary shares may decline further and shareholders may lose some or all of theirinvestment. There can be no assurance that the ordinary shares, if delisted from Nasdaq in the future, would be listed on another nationalor international securities exchange or on a national quotation service, the Over-The-Counter Markets or the pink sheets.

USE OF PROCEEDS

This prospectus relates toour ordinary shares represented by ordinary shares that may be offered and sold from time to time by YA. All of our ordinary shares offeredby the Selling Shareholder pursuant to this prospectus will be sold by the Selling Shareholder for its own account. We will not receiveany of the proceeds from these sales.

We may receive up to $30.0million aggregate gross proceeds under the Purchase Agreement from any sales of ordinary shares we make to YA pursuant to the PurchaseAgreement. However, we are unable to estimate the actual amount of proceeds that we may receive, as it will depend on the number of ordinaryshares that we choose to sell, our ability to meet the conditions to purchases set forth in the Purchase Agreement, market conditionsand the price of our ordinary shares, among other factors.

We currently intend to usethe net proceeds from the sale of securities under the Purchase Agreement to advance the clinical development of our lead product candidate,PrimeC for ALS, for the clinical development and preclinical research and development in support of potential investigational new drugapplications for, CogniC for AD, StabiliC for PD, and for other new assets or indications, for future research and development of newproduct candidates and for working capital and general corporate purposes. The timing and amount of our actual expenditures will be basedon many factors, and we cannot specify with certainty all of the particular uses of the net proceeds from this offering. Accordingly,our management will have significant discretion and flexibility in applying the net proceeds of this offering. We have no current commitmentsor binding agreements with respect to any material acquisition of or investment in any technologies, products or companies. 

Our expected use of net proceedsunder the Purchase Agreement represents our current intentions based on our present plans and business condition, which could change inthe future as our plans and business conditions evolve. As of the date of this prospectus, we cannot predict with certainty any or allof the particular uses for the net proceeds to be received under the Purchase Agreement, or the amounts, if any, that we will actuallyspend on the uses set forth above. The amounts and timing of our actual use of the net proceeds may vary depending on numerous factors,including our ability to obtain additional financing and changes we may make to our development plan. As a result, our management willhave broad discretion in the application of the net proceeds, which may include uses not set forth above, and investors will be relyingon our judgment regarding the application of the net proceeds from this offering.

Pending the use of the netproceeds from this offering as described above, we intend to invest the net proceeds in a variety of capital preservation investments,short and intermediate term, interest-bearing, investment-grade instruments, U.S. government securities and highly rated corporate debtsecurities, although our investment policy may change following the date of this prospectus supplement. It is possible that, pending theiruse, we may invest the net proceeds in a way that does not yield a favorable, or any, return for us.

CAPITALIZATION

The table below sets forth our total capitalization:

The following table should be read in conjunctionwith “Use of Proceeds,” our financial statements and related notes that are incorporated by reference into this prospectusand the other financial information included or incorporated by reference into this prospectus. Our historical results do not necessarilyindicate our expected results for any future periods.

Theamounts shown below are unaudited, represent management’s estimate, and their accounting treatment has not been completed. In thepro forma as adjusted column, the company assumes that any derivative assets arising from this issuance is equal to zero, and therefore,the fair value of the 224,697 Commitment Shares issued is recognized as an expanse.

The number of the ordinaryshares to be issued and outstanding immediately after this offering as shown above assumes that all of the ordinary shares offered herebyare sold and is based on 18,055,006 ordinary shares issued and outstanding as of June 30, 2024. This number excludes:

SELLING SHAREHOLDER

This prospectus relates tothe possible resale from time to time by YA of any or all of the ordinary shares that are to be issued by us to YA under the PurchaseAgreement. For additional information regarding the issuance of ordinary shares covered by this prospectus, see the section titled “ProspectusSummary—Standby Equity Purchase Agreement with YA” above. Except for the transactions contemplated by the Purchase Agreement,YA does not, and has not had, any material relationship with us.

The table below presents informationregarding the Selling Shareholder and the shares ordinary shares that it may offer from time to time under this prospectus. This tableis prepared based on information supplied to us by the Selling Shareholder. The number of shares in the column “Maximum Number ofOrdinary Shares to be Offered Pursuant to this Prospectus” represents all of the ordinary shares that the Selling Shareholder mayoffer under this prospectus. The Selling Shareholder may sell some, all or none of its shares in this offering. We do not know how longthe Selling Shareholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandingswith the Selling Shareholder regarding the sale of any of the shares.

The beneficial ownership ofour ordinary shares is determined in accordance with the rules of the SEC. See “Principal Shareholders” for additional information.

The percentage of ordinaryshares beneficially owned by the Selling Shareholder prior to the offering shown in the table below is based on an aggregate of on 20,436,784ordinary shares outstanding on November 18, 2024. The number of ordinary shares that may actually be sold by us under the Purchase Agreementmay be fewer than the number of ordinary shares being offered by this prospectus. The fourth column assumes the sale of all of the ordinaryshares offered by the Selling Shareholder pursuant to this prospectus.

PLAN OF DISTRIBUTION

On October 31, 2024, we enteredinto the Purchase Agreement with YA. The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein,YA is committed to purchase up to $30 million in ordinary shares during the Commitment Period. From time to time, and at our sole discretion,we may present YA with Advance Notices to purchase our ordinary shares. The ordinary shares would be purchased pursuant to the PurchaseAgreement at 97% of the lowest of the three daily VWAPs during the applicable Pricing Period as set forth in the Purchase Agreement.

The ordinary shares offeredby this prospectus are being offered by the Selling Shareholder. The Selling Shareholder is an “underwriter” within the meaningof Section 2(a)(11) of the Securities Act. We have agreed in the Purchase Agreement to provide customary indemnification to YA.

It is possible that our sharesmay be sold from time to time by YA in one or more of the following manners:

YA has agreed that, duringthe term of the Purchase Agreement, neither YA or its affiliates will engage in any short sales or hedging transactions with respect toour ordinary shares, provided that YA and its affiliates may enter into Permitted Sales.

YA and any unaffiliated broker-dealerwill be subject to liability under the federal securities laws and must comply with the requirements of the Exchange Act, including withoutlimitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and salesof ordinary shares by YA or any unaffiliated broker-dealer. Under these rules and regulations, YA and any unaffiliated broker-dealer:

These restrictions may affectthe marketability of the ordinary shares by YA and any unaffiliated broker-dealer.

We have advised YA that itis required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the SellingShareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for orpurchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until theentire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a securityin connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by thisprospectus.

We will pay the expenses incidentto the registration under the Securities Act of the offer and sale of our ordinary shares covered by this prospectus by the Selling Shareholder.We estimate that our total expenses for the offering will be approximately $85,000 (excluding the Commitment Shares). As considerationfor its irrevocable commitment to purchase our ordinary shares under the Purchase Agreement, we issued the Commitment Shares to the SellingShareholder, calculated as 1% of the Commitment Amount. We also paid a $25,000 structuring fee to an affiliate of the Selling Shareholderin connection with entry into the Purchase Agreement.

DESCRIPTION OF SHARE CAPITAL

The securities to be registered for resale on thisregistration statement on Form F-1 of which this prospectus forms a part include up to an aggregate amount of 10,000,000 OrdinaryShares offered for resale by the selling shareholder.

Ordinary Shares

Our authorized share capitalconsists of 90,000,000 ordinary shares, no par value per share, of which 20,709,481 ordinary shares were issued and outstanding asof November 18, 2024.

All of the outstanding ordinary shares are validlyissued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any pre-emptive rights.

Voting Rights and Conversion

All ordinary shares will have identical voting andother rights in all respects. None of our major shareholders have different voting rights than our other shareholders.

Transfer of Shares

Fully paid ordinary shares are issued in registeredform and may be freely transferred under our amended and restated articles of association, unless the transfer is restricted or prohibitedby another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trading. The ownership or votingof ordinary shares by non-residents of Israel is not restricted in any way by the amended and restated articles of association orthe laws of the State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.

Liability to Further Capital Calls

Our board of directors may make, from time to time,such calls as it may deem fit upon shareholders with respect to any sum unpaid with respect to ordinary shares held by such shareholders,which is not payable at a fixed time. Such shareholder shall pay the amount of every call so made upon him. Unless otherwise stipulatedby our board of directors, each payment in response to a call shall be deemed to constitute a pro rata payment on account of all shareswith respect to which such call was made. A shareholder shall not be entitled to his rights as shareholder, including the right to dividends,unless such shareholder has fully paid all the notices of call delivered to him, or which according to our amended and restated articlesof association are deemed to have been delivered to him, together with interest, linkage and expenses, if any, unless otherwise determinedby our board of directors.

Business Combinations

Under our amended and restated articles of association,we may not engage in any “business combinations” with any “interested shareholder” for a three-year periodfollowing the time that such shareholder became an interested shareholder, unless:

Generally, a “business combination”includes any merger, consolidation, sale or other transaction resulting in a financial benefit to the interested shareholder. Subjectto certain exceptions, an “interested shareholder” is any person (other than us and any of our direct or indirect majority-owned subsidiaries)who, together with such person’s affiliates and associates, owns, or within the previous three years owned, 15% or more ofour voting shares.

Under certain circumstances, this provision willmake it more difficult for a person who would be an “interested shareholder” to effect various business combinations witha corporation for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advancewith our board of directors because the shareholder approval requirement would be avoided if our board of directors approves either thebusiness combination or the transaction which results in the shareholder becoming an interested shareholder. These provisions also mayhave the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which shareholdersmay otherwise deem to be in their best interests.

Election of Directors

Our ordinary shares do not have cumulative votingrights for the election of directors. As a result, the holders of a majority of the voting power represented at a shareholders meetinghave the power to elect our directors, subject to the special approval requirements for external directors under the Companies Law. Underour amended and restated articles of association, the number of directors on our board of directors must be no less than three and nomore than nine, including any external directors required to be appointed under the Companies Law. The minimum and maximum number of directorsmay be changed, at any time and from time to time, by a special vote of the holders of at least 66⅔% of the outstanding shares.

Other than external directors, for whom specialelection requirements apply under the Companies Law, the vote required to appoint a director is a simple majority vote. In addition, underour amended and restated articles of association, our board of directors may elect new directors to fill vacancies (whether such vacancyis due to a director no longer serving or due to the number of directors serving being less than the maximum required in our amended andrestated articles of association), provided that the total number of directors shall not, at any time, exceed nine directors and providedthat our board of directors may not elect external directors. Our amended and restated articles of association provide that the term ofa director appointed by our board of directors to fill any vacancy will be for the remaining term of office of the director(s) whoseoffice(s) have been vacated. Furthermore, under our amended and restated articles of association, our directors, other than externaldirectors, are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible,of 1/3 of the total number of directors constituting the entire board of directors (other than the external directors).

External directors are elected for an initial termof three years, may be elected for additional three-year terms, and may be removed from office pursuant to the terms of theCompanies Law.

Dividend and Liquidation Rights

We may declare a dividend to be paid to the holdersof our ordinary shares in proportion to their respective shareholdings. Under the Companies Law, dividend distributions are determinedby our board of directors and do not require the approval of the shareholders of a company unless our articles of association provideotherwise. Our amended and restated articles of association do not require shareholder approval of a dividend distribution and providethat dividend distributions may be determined by our board of directors.

Pursuant to the Companies Law, subject to certainexceptions with the respect to the buyback by us of our ordinary shares, the distribution amount is limited to the greater of retainedearnings or earnings generated over the previous two years, according to our then last reviewed or audited financial statements (lessthe amount of previously distributed dividends, if not reduced from the earnings), provided that the end of the period to which the financialstatements relate is not more than six months prior to the date of the distribution. If we do not meet such criteria, then the wemay distribute dividends only with court approval. In each case, we are only permitted to distribute a dividend if our board of directorsand, if applicable, the court determines that there is no reasonable concern that payment of the dividend will prevent us from satisfyingour existing and foreseeable obligations as they become due. In the event of our liquidation, after satisfaction of liabilities to creditors,our assets will be distributed to the holders of our ordinary shares in proportion to their shareholdings. This right, as well as theright to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class ofshares with preferential rights that may be authorized in the future.

Exchange Controls

There are currently no Israeli currency controlrestrictions on remittances of dividends on our ordinary shares, proceeds from the sale of ordinary shares or interest or other paymentsto non-residents of Israel, except for shareholders who are subjects of certain countries that are, or have been, in a state of warwith Israel at such time.

Shareholder Meetings

Under Israeli law, we are required to hold an annualgeneral meeting of our shareholders once every calendar year that must be held no later than 15 months after the date of the previousannual general meeting. All general meetings other than the annual meeting of shareholders are referred to in our amended and restatedarticles of association as special meetings. Our board of directors may call special meetings whenever it sees fit, at such time and place,within or outside of Israel, as it may determine. In addition, the Companies Law provides that our board of directors is required to convenea special general meeting upon the written request of (i) any two of our directors or one-quarter of the members of our boardof directors or (ii) one or more shareholders holding, in the aggregate, either (a) 5% or more of our outstanding issued sharesand 1% or more of our outstanding voting power or (b) 5% or more of our outstanding voting power.

Under Israeli law, one or more shareholders holdingat least 1% of the voting rights at the general meeting may request that the board of directors include a matter in the agenda of a generalmeeting to be convened in the future, such as nominating a director candidate, provided that it is appropriate to discuss such a matterat the general meeting. Our amended and restated articles of association contain procedural guidelines and disclosure items with respectto the submission of shareholder proposals for shareholders meetings.

Subject to the provisions of the Companies Law andthe regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of recordon a date to be decided by the board of directors, which may be between four and 40 days prior to the date of the meeting. Furthermore,the Companies Law requires that resolutions regarding, among other things, the following matters must be passed at a general meeting ofour shareholders:

Under our amended and restated articles of association, we are not required to give notice to our registered shareholders pursuant tothe Companies Law, unless otherwise required by law. The Companies Law requires that a notice of any annual general meeting or specialgeneral meeting be provided to shareholders at least 21 days prior to the meeting and if the agenda of the meeting includes the appointmentor removal of directors, the approval of transactions with office holders or interested or related parties, or an approval of a merger,or as otherwise required under applicable law, notice must be provided at least 35 days prior to the meeting. Under the Companies Law,shareholders of a public company are not permitted to take action by written consent in lieu of a meeting.

Voting Rights

Quorum Requirements

Pursuant to our amended and restated articles ofassociation, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholdersat a general meeting. Under our amended and restated articles of association, the quorum required for general meetings of shareholdersmust consist of at least two shareholders present in person or by proxy (including by voting deed) holding 25% or more of our voting rights.A meeting adjourned for lack of a quorum will generally be adjourned to the same day of the following week at the same time and place,or to such other day, time or place as indicated by our board of directors if so specified in the notice of the meeting. At the reconvenedmeeting, any number of shareholders present in person or by proxy shall constitute a lawful quorum.

Vote Requirements

Our amended and restated articles of associationprovide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by the Companies Law or byour amended and restated articles of association. Our amended and restated articles of association provide that all resolutions of ourboard of directors require a simple majority vote of the directors present and voting at such meeting, unless otherwise required by theCompanies Law or by our amended and restated articles of association. Pursuant to our amended and restated articles of association, inthe event the vote is tied, the chair of the board of directors will have a casting vote.

Pursuant to our amended and restated articles ofassociation, an amendment to our amended and restated articles of association regarding any change of the composition or election proceduresof our directors will require a special majority vote (66⅔%). In addition, any change to the rights and privileges of the holdersof any class of our shares requires a simple majority of the class so affected (or otherwise in accordance with the terms of such class),in addition to the simple majority vote of all classes of shares voting together as a single class at a shareholder meeting.

Under the Companies Law, each of (i) the approvalof an extraordinary transaction with a controlling shareholder and (ii) the terms of employment or other engagement of the controllingshareholder of the company or such controlling shareholder’s relative (even if not extraordinary) requires the approval of the compensationcommittee, board of directors, and shareholders, subject to limited exceptions. Certain transactions with respect to remuneration of ouroffice holders and directors require approvals of the compensation committee, board of directors, and in the case of the chief executiveofficer and directors, shareholders, subject to limited exceptions Another exception to the simple majority vote requirement is a resolutionfor the voluntary winding up, or an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350of the Companies Law, which requires the approval of holders of 75% of the voting rights represented at the meeting, in person or by proxyand voting on the resolution.

Access to Corporate Records

Under the Companies Law, shareholdersare provided access to: minutes of our general meetings; our shareholders register and material shareholders register; our amended andrestated articles of association; our financial statements; and any document that we are required by law to file publicly with the IsraeliCompanies Registrar (the “ISA”). In addition, shareholders may request to be provided with any document related to an actionor transaction requiring shareholder approval under the related party transaction provisions of the Companies Law. We may deny this requestif we believe it has not been made in good faith or if such denial is necessary to protect our interest or protect a trade secret orpatent.

Modification of Class Rights

Under the Companies Law and our amended and restatedarticles of association, the rights attached to any class of share, such as voting, liquidation and dividend rights, may be amended byadoption of a resolution by the holders of a majority of the shares of that class present at a separate class meeting, or otherwise inaccordance with the terms of such class of shares, in addition to the simple majority vote of all classes of shares voting together asa single class at a shareholder meeting, as set forth in our amended and restated articles of association.

Acquisitions Under Israeli Law

Full Tender Offer. Aperson wishing to acquire shares of an Israeli public company and who would as a result hold over 90% of the target company’s issuedand outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for thepurchase of all of the issued and outstanding shares of the company. A person wishing to acquire shares of an Israeli public company andwho would as a result hold over 90% of the issued and outstanding share capital of a certain class of shares is required to make a tenderoffer to all of the shareholders who hold shares of the relevant class for the purchase of all of the issued and outstanding shares ofthat class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the companyor of the applicable class, and more than half of the shareholders who do not have a personal interest in the offer accept the offer,all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a tender offerwill also be accepted if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital ofthe company or of the applicable class of shares.

Upon a successful completion of such a full tenderoffer, any shareholder that was an offeree in such tender offer, whether such shareholder accepted the tender offer or not, may, withinsix months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the tender offer was forless than fair value and that the fair value should be paid as determined by the court. However, under certain conditions, the offerormay include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the Israeli courtas described above.

If (a) the shareholders who did not respondor accept the tender offer hold at least 5% of the issued and outstanding share capital of the company or of the applicable class or theshareholders who accept the offer constitute less than a majority of the offerees that do not have a personal interest in the acceptanceof the tender offer or (b) the shareholders who did not accept the tender offer hold 2% or more of the issued and outstanding sharecapital of the company (or of the applicable class), the acquirer may not acquire shares of the company that will increase its holdingsto more than 90% of the company’s issued and outstanding share capital or of the applicable class from shareholders who acceptedthe tender offer.

Special Tender Offer. TheCompanies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if asa result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company. Similarly, the CompaniesLaw provides that an acquisition of shares in a public company must be made by means of a special tender offer if as a result of the acquisitionthe purchaser would become a holder of more than 45% of the voting rights in the company. These requirements do not apply if, in general,the acquisition (1) was made in a private placement that received shareholder approval, (2) was from a 25% or greater shareholderof the company which resulted in the acquirer becoming a 25% or greater shareholder of the company, or (3) was from a 45% or greatershareholder of the company which resulted in the acquirer becoming a 45% or greater shareholder of the company.

A special tender offer must be extended to allshareholders of a company but the offeror is not required to purchase shares representing more than 5% of the voting power attached tothe company’s outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer may be consummatedonly if (i) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and(ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer (excluding the purchaserand its controlling shareholders, holders of 25% or more of the voting rights in the company or any person having a personal interestin the acceptance of the tender offer or any other person acting on their behalf, including the relatives and entities under such person’scontrol). If a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control withthe purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target companyand may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser orsuch person or entity undertook to effect such an offer or merger in the initial special tender offer.

Merger. The CompaniesLaw permits merger transactions if approved by each party’s board of directors and, unless certain requirements described underthe Companies Law are met, by a majority vote of each party’s shares, and, in the case of the target company, a majority vote ofeach class of its shares, voted on the proposed merger at a shareholders meeting.

For purposes of the shareholder vote, unless a courtrules otherwise, the merger will not be deemed approved if a majority of the votes of shares represented at the shareholders meeting thatare held by parties other than the other party to the merger, or by any person (or group of persons acting in concert) who holds (or hold,as the case may be) 25% or more of the voting rights or the right to appoint 25% or more of the directors of the other party, vote againstthe merger. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholderhas a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinarytransactions with controlling shareholders. See “Management — Approval of Related Party Transactions underIsraeli Law — Fiduciary Duties of Directors and Officers — Disclosure of Personal Interests of an OfficeHolder and Approval of Certain Transactions.”

If the transaction would have been approved by theshareholders of a merging company but for the separate approval of each class or the exclusion of the votes of certain shareholders asprovided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, ifthe court holds that the merger is fair and reasonable, taking into account the value to the parties to the merger and the considerationoffered to the shareholders of the company.

Upon the request of a creditor of either party tothe proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a resultof the merger, the surviving company will be unable to satisfy the obligations of the merging entities, and may further give instructionsto secure the rights of creditors.

In addition, a merger may not be consummated unlessat least 50 days have passed from the date on which a proposal for approval of the merger was filed by each party with the IRC andat least 30 days have passed from the date on which the merger was approved by the shareholders of each party.

Israeli tax law treats some acquisitions, such asshare-for-share exchanges between an Israeli company and a foreign company, less favorably than U.S. tax laws. For example,Israeli tax law may, under certain circumstances, subject a shareholder who exchanges his ordinary shares for shares in another corporationto taxation prior to the sale of the shares received in such share-for-share swap.

Anti-Takeover Measures Under Israeli Law

The Companies Law allows us to create and issueshares having rights different from those attached to ordinary shares, including shares providing certain preferred rights with respectto voting, distributions or other matters and shares having pre-emptive rights. As of the date of this prospectus, no preferred shareswere authorized under our amended and restated articles of association. In the future, if we do authorize, create and issue a specificclass of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability tofrustrate or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of theirordinary shares. The authorization and designation of a class of preferred shares will require an amendment to our amended and restatedarticles of association, which requires the prior approval of the holders of a majority of the voting power attaching to our issued andoutstanding shares at a general meeting. The convening of the meeting, the shareholders entitled to participate and the majority voterequired to be obtained at such a meeting will be subject to the requirements set forth in the Companies Law as described above in “— VotingRights.”

Borrowing Powers

Pursuant to the Companies Law and our amended andrestated articles of association, our board of directors may exercise all powers and take all actions that are not required under lawor under our amended and restated articles of association to be exercised or taken by our shareholders, including the power to borrowmoney for company purposes.

Changes in Capital

Our amended and restated articles of associationenable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Companies Law and must be approvedby a resolution duly adopted by our shareholders at a general meeting. In addition, transactions that have the effect of reducing capital,such as the declaration and payment of dividends in the absence of sufficient retained earnings or profits, require the approval of bothour board of directors and an Israeli court.

Establishment

We were incorporated under the laws of the Stateof Israel on February 13, 2017. We are registered with the IRC.

LEGAL MATTERS

Certain legal matters with respect to Israeli lawand with respect to the validity of the offered securities under Israeli law will be passed upon for us by Goldfarb Gross Seligman &Co. Certain legal matters with respect to U.S. law will be passed upon for us by Greenberg Traurig, P.A.

EXPERTS 

The consolidated financial statements of the Companyas of December 31, 2023 and 2022 and for each of the years in the three-year period ended December 31, 2023 havebeen incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member firm of KPMG International, independentregistered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting andauditing. The audit report covering the December 31, 2023 consolidated financial statements contains an explanatory paragraph thatstates that the Company’s recurring losses and its expectation to incur significant additional losses raise substantial doubt aboutthe entity’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments thatmight result from the outcome of that uncertainty.

EXPENSES

Set forth below is an itemizationof the total expenses, excluding placement agent discounts, expected to be incurred in connection with the offer and sale of the securitiesoffered by us. With the exception of the SEC registration fee, all amounts are estimates:

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of the registration statementon Form F-1 we have filed with the SEC under the Securities Act, with respect to the securities offered by this prospectus.However, as is permitted by the rules and regulations of the SEC, this prospectus, which constitutes part of the registration statement,omits certain non-material information, exhibits, schedules and undertakings set forth in the registration statement. For furtherinformation about us, and the securities offered by this prospectus, please refer to the registration statement and the exhibits andschedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporatedby reference. We have not authorized anyone else to provide you with different information. We are not making an offer of these securitiesin any state where the offer is not permitted.

We are subject to the reporting requirements ofthe Exchange Act that are applicable to a foreign private issuer. In accordance with the Exchange Act, we file reports, includingannual reports on Form 20-F by April 30 of each year. We also furnish to the SEC under cover of Form 6-K materialinformation required to be made public in Israel, filed with and made public by any stock exchange or distributed by us to our shareholders.

The SEC maintains an internet site that containsreports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC(http://www.sec.gov).

As a foreign private issuer, we are exempt fromthe rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders and our officers, directorsand principal shareholders are exempt from the “short-swing profits” reporting and liability provisions contained inSection 16 of the Exchange Act and related Exchange Act rules.

INCORPORATION OF CERTAININFORMATION BY REFERENCE

We file annual and special reports and other informationwith the SEC (File Number 001-41084). These filings contain important information which does not appear in this prospectus. The SECallows us to “incorporate by reference” information into this prospectus, which means that we can disclose important informationto you by referring you to other documents which we have filed with the SEC. We are incorporating by reference in this prospectusthe documents listed below:

The information relating to us contained in thisprospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporatedor deemed to be incorporated by reference in this prospectus.

As you read the above documents, you may find inconsistenciesin information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely onthe statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the informationand financial statements, including the notes thereto, contained in the documents incorporated by reference herein.

We will provide eachperson, including any beneficial owner to whom a prospectus is delivered, without charge, upon a written or oral request, a copy ofany of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specificallyincorporated by reference into such documents. Please direct your written or telephone requests to NeuroSense Therapeutics Ltd., 11HaMenofim Street, Building B, Herzliya, 4672562, Israel, Attn: Or Eisenberg, telephone number +972587531153. You may also obtaininformation about us by visiting our website at www.neurosense-tx.com. Information contained in our website is not partof this prospectus

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of the Stateof Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, substantiallyall of whom reside outside the U.S., may be difficult to obtain within the U.S. Furthermore, because substantially all of our assets andsubstantially all of our directors and officers are located outside the U.S., any judgment obtained in the U.S. against us or any of ourdirectors and officers may not be collectible within the U.S.

We have irrevocably appointed Cogency Global Inc.as our agent to receive service of process in any action against us in any U.S. federal or state court arising out of this offeringor any purchase or sale of securities in connection with this offering. The address of our agent is 122 East 42^nd Street,18^th Floor, New York, NY 10168.

We have been informed by our legal counsel in Israel,Goldfarb Gross Seligman & Co., that it may be difficult to initiate an action with respect to U.S. securities law in Israel.Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not themost appropriate forum to hear such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israelilaw and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. lawmust be proved as a fact by expert witnesses which can be a time-consuming and costly process. Certain matters of procedure may alsobe governed by Israeli law.

Subject to certain time limitations and legal procedures,Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgmentsbased upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgmentin a non-civil matter, provided that:

Even if these conditions are met, an Israeli courtwill not declare a foreign civil judgment enforceable if:

If a foreign judgment is enforced by an Israelicourt, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred outof Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israelicourt to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment,but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court statedin Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeliregulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.

Up to 10,000,000 OrdinaryShares

NeuroSense Therapeutics Ltd.

PRELIMINARY PROSPECTUS

, 2024

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers

Exculpation, Insurance and Indemnification of Directors and Officers

Under the Companies Law, a company may not exculpatean office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance fromliability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if aprovision authorizing such exculpation is included in its articles of association. The amended and restated articles of association ofNeuroSense Therapeutics Ltd. (“NeuroSense,” “we,” “us” or the “Company”) include sucha provision. A company may not exculpate in advance a director from liability arising from a breach of his or her duty of care in connectionwith a prohibited dividend or distribution to shareholders.

As permitted under the Companies Law, our amendedand restated articles of association provide that we may indemnify an office holder in respect of the following liabilities, paymentsand expenses incurred for acts performed by him or her as an office holder, either in advance of an event or following an event:

As permitted under the Companies Law, our amendedand restated articles of association provide that we may insure an office holder against the following liabilities incurred for acts performedby him or her as an office holder:

Under the Companies Law, a company may not indemnify,exculpate or insure an office holder against any of the following:

Under the Companies Law, exculpation, indemnificationand insurance of office holders must be approved by the compensation committee and the board of directors and, with respect to directorsor controlling shareholders, their relatives and third parties in which controlling shareholders have a personal interest, also by theshareholders.

Our amended and restated articles of associationpermit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to be permitted by law. Our officeholders are currently covered by a directors’ and officers’ liability insurance policy. As of the date of this prospectus,no claims for directors’ and officers’ liability insurance have been filed under this policy and we are not aware of any pendingor threatened litigation or proceeding involving any of our office holders, including our directors, in which indemnification is sought.

We have entered into agreements with each of ourcurrent office holders exculpating them from a breach of their duty of care to us to the fullest extent permitted by law, subject to limitedexceptions, and undertaking to indemnify them to the fullest extent permitted by law, including, with respect to liabilities resultingfrom this offering, to the extent that these liabilities are not covered by insurance. This indemnification is limited, with respect toany monetary liability imposed in favor of a third party, to events determined as foreseeable by the board of directors based on our activities.The maximum aggregate amount of indemnification that we may pay to our office holders based on such indemnification agreement is the greaterof (i) an amount equal to 25% of our shareholders’ equity on a consolidated basis, based on our most recent financial statementsmade publicly available before the date on which the indemnity payment is made, and (ii) $25 million. Such indemnification amountsare in addition to any insurance amounts. These indemnification agreements supersede all previous letters of indemnification that we haveprovided to him or her in the past, if any. However, in the opinion of the SEC, indemnification of office holders for liabilities arisingunder the Securities Act is against public policy and therefore unenforceable.

Item 7. Recent Sales of UnregisteredSecurities.

Set forth below are the salesof all unregistered securities of ours sold by us within the past three years (i.e., since November 19, 2024, up to the date of this registrationstatement) which were not registered under the Securities Act.

Item 8. Exhibits and Financial Statement Schedules.

(a) Exhibits. See the Exhibit Index attachedto this registration statement, which is incorporated by reference herein.

(b) Financial Statement Schedules. Schedulesnot listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financialstatements or notes thereto.

Item 9. Undertakings.

EXHIBITINDEX

SIGNATURES

Pursuant to the requirements of the SecuritiesAct, the Registrant certifies that it has reasonable grounds to believe that it complies with all of the requirements for filing on Form F-1 andhas duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Herzliya, Israelon November 19, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, each directorand officer whose signature appears below constitutes and appoints, Mr. Alon Ben-Noon and Mr. Or Eisenberg, and each of them,individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign inany and all capacities any and all amendments or post-effective amendments to this registration statement on Form F-1, and to signany and all additional registration statements relating to the same offering of securities of the Registration Statement that are filedpursuant to Rule 462(b) of the Securities Act, and to file the same with all exhibits thereto and other documents in connectiontherewith with the Securities and Exchange Commission, granting such attorney-in-fact and agent full power and authority to do all suchother acts and execute all such other documents as he may deem necessary or desirable in connection with the foregoing, as fully as theundersigned may or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent may lawfully do or causeto be done by virtue hereof.

Pursuant to the requirements of the SecuritiesAct, this registration statement has been signed below by the following persons on the dates and in the capacities indicated.

Signatureof authorized representative in the United States

Pursuant to the requirements of the Securities Act of 1933,as amended, the Registrant’s duly authorized representative has signed this Registration Statement on Form F-1 on this19^th day of November, 2024. 

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