Neurosense Therapeutics (NRSN) Announces 4M Share Offering at $1.25/sh

NeuroSense Therapeutics Ltd. (Nasdaq: NRSN) 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.

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