CAMBRIDGE, Mass., Dec. 2, 2024
/PRNewswire/ -- NeuroSense Therapeutics Ltd. (Nasdaq:
NRSN) ("NeuroSense"), a late-clinical stage biotechnology company
developing novel treatments for severe neurodegenerative
diseases, today announced the entry into a definitive agreement
with a single investor and with NeuroSense's Chief Executive
Officer, Mr. Alon Ben-Noon, to
purchase an aggregate of $5,000,000
of ordinary shares (or ordinary share equivalents) and warrants in
a private placement, subject to certain closing conditions.
In connection with the offering, NeuroSense agreed to sell an
aggregate of 4,000,000 ordinary shares (or ordinary share
equivalents) and 8,000,000 warrants to purchase an aggregate of
8,000,000 ordinary shares, at a combined purchase price of
$1.25 per share and two accompanying
warrants, representing a purchase price of 25% above the closing
pricing of NeuroSense's ordinary shares on November 29, 2024. The warrants have a term of
five years from the date of issuance and an exercise price of
$1.25 per share.
Proceeds from the private placement will be delivered to
NeuroSense in two separate tranches. The private placement is
expected to close in December
2024.
Proceeds from the private placement are expected to be used for
general corporate and working capital purposes.
The offering is being made in reliance on an exemption from
registration under Section 4(a)(2) of the Securities Act and/or
Regulation D thereunder. Accordingly, the securities issued in the
offering may not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About NeuroSense
NeuroSense Therapeutics, Ltd.
is a clinical-stage biotechnology company focused on discovering
and developing treatments for patients suffering from debilitating
neurodegenerative diseases. NeuroSense believes that these
diseases, which include amyotrophic lateral sclerosis (ALS),
Alzheimer's disease and Parkinson's disease, among others,
represent one of the most significant unmet medical needs of our
time, with limited effective therapeutic options available for
patients to date. Due to the complexity of neurodegenerative
diseases and based on strong scientific research on a large panel
of related biomarkers, NeuroSense's strategy is to develop combined
therapies targeting multiple pathways associated with these
diseases.
For additional information, we invite you to visit
our website and follow us on LinkedIn,
YouTube and X. Information that may be important to
investors may be routinely posted on our website and these social
media channels.
Forward-Looking Statements
This press release
contains "forward-looking statements" that are subject to
substantial risks and uncertainties. All statements, other than
statements of historical fact, contained in this press release are
forward-looking statements. Forward-looking statements contained in
this press release may be identified by the use of words such as
"anticipate," "believe," "contemplate," "could," "estimate,"
"expect," "intend," "seek," "may," "might," "plan," "potential,"
"predict," "project," "target," "aim," "should," "will" "would," or
the negative of these words or other similar expressions, although
not all forward-looking statements contain these words.
Forward-looking statements are based on NeuroSense Therapeutics'
current expectations and are subject to inherent uncertainties,
risks and assumptions that are difficult to predict and include
statements regarding the offering, including as to the consummation
of the offering described above, the expected gross proceeds from
the offering, he intended use of proceeds and the timing of the
receipt of proceeds of the offering. Further, certain
forward-looking statements are based on assumptions as to future
events that may not prove to be accurate. The future events and
trends may not occur and actual results could differ materially and
adversely from those anticipated or implied in the forward looking
statements. These risks include the risk of a delay in submission
by the Company of its regulatory dossier, that regulatory
approvals for PrimeC will be delayed or not obtained in
Canada or elsewhere; that the
market opportunity in Canada will
not be as currently estimated; unexpected R&D costs or
operating expenses, insufficient capital to complete development of
PrimeC, a delay in the reporting of additional results from
PARADIGM clinical trial, the timing of expected regulatory and
business milestones, risks associated with meeting with the FDA and
Health Canada to determine the best path forward following the
results from PARADIGM clinical trial, including a delay in any such
meeting; the potential for PrimeC to safely and effectively target
ALS; preclinical and clinical data for PrimeC; the uncertainty
regarding outcomes and the timing of current and future clinical
trials; timing for reporting data; the development and commercial
potential of any product candidates of Neurosense; the ability of
NeuroSense to remain listed on Nasdaq; and other risks and
uncertainties set forth in NeuroSense's filings with the Securities
and Exchange Commission (SEC). You should not rely on these
statements as representing our views in the future. More
information about the risks and uncertainties affecting NeuroSense
is contained under the heading "Risk Factors" in the Annual Report
on Form 20-F filed with the Securities and Exchange Commission on
April 4, 2024 and NeuroSense's
subsequent filings with the SEC. Forward-looking statements
contained in this announcement are made as of this date, and
NeuroSense undertakes no duty to update such information except as
required under applicable law.
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SOURCE NeuroSense