SEC Form 3 filed by new insider Leuchtenberger Mark
$NRSN
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
NeuroSense Therapeutics Ltd. [ NRSN ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 128,000 | D | |
| Ordinary Shares(1) | 75,000(1) | D | |
| Ordinary Shares(2) | 122,951(2) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options to Purchase Ordinary Shares(3) | 01/01/2022 | 10/31/2031 | Ordinary Shares | 192,000(3) | $3.51 | D | |
| Explanation of Responses: |
| 1. These restricted shares vest on December 30, 2026, subject to the Reporting Person's continued service to the Issuer as of such vesting date, provided that, the vesting of these restricted shares will accelerate, and the shares will become fully vested and exercisable, upon and subject to the achievement of a certain business milestone as set forth in the restricted share agreement between the Issuer and the Reporting Person. |
| 2. These restricted shares vest on January 30, 2027, subject to the Reporting Person's continued service to the Issuer as of such vesting date, provided that, the vesting of these restricted shares will accelerate, and the shares will become fully vested and exercisable, upon and subject to the achievement of a certain business milestone as set forth in the restricted share agreement between the Issuer and the Reporting Person. |
| 3. These options are fully vested and exercisable. |
| /s/ Mark Leuchtenberger | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||