CAMBRIDGE, Mass., April 10,
2024 /PRNewswire/ -- NeuroSense Therapeutics Ltd.
(Nasdaq: NRSN) ("NeuroSense" or the "Company"), a company
developing novel treatments for severe neurodegenerative diseases,
today announced it has entered into a securities purchase agreement
with a single health-care focused institutional investor for the
purchase and sale of 2,980,000 ordinary shares (or ordinary share
equivalents in lieu thereof) in a registered direct offering and
ordinary warrants to purchase up to 2,980,000 ordinary shares in a
concurrent private placement (together with the registered direct
offering, the "offering") at a combined purchase price of
$1.50 per ordinary share. The
ordinary warrants issued pursuant to the concurrent private
placement will have an exercise price of $1.50 per ordinary share, will be immediately
exercisable and will expire 5 years from the initial exercise
date.
The closing of the offering is expected to occur on or about
April 15, 2024, subject to the
satisfaction of customary closing conditions. The gross proceeds
from the offering are expected to be approximately $4.5 million, excluding any proceeds that may be
received upon the exercise of the warrants, before deducting
placement agent fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from the
offering for working capital and general corporate purposes.
A.G.P./Alliance Global Partners is acting as sole placement
agent for the offering.
The ordinary shares and ordinary share equivalents in lieu
thereof will be issued in a registered direct offering pursuant to
an effective shelf registration statement on Form F-3 (File No.
333-269306) previously filed with the U.S. Securities and Exchange
Commission (the "SEC"), under the Securities Act of 1933, as
amended (the "Securities Act"), and declared effective by the SEC
on January 30, 2023. The ordinary
warrants will be issued in a concurrent private placement. A
prospectus supplement describing the terms of the proposed
registered direct offering will be filed with the SEC and once
filed, will be available on the SEC's website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
may be obtained, when available, from A.G.P./Alliance Global
Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212)
624-2060, or by email at prospectus@allianceg.com.
The private placement of the ordinary warrants and the
underlying shares will be 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
concurrent private placement 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. 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.
Forward-Looking Statements
This press release contains "forward-looking statements" that
are subject to substantial risks and uncertainties. All statements,
statements relating to the concurrent registered direct offering
and private placement are forward-looking statements, including,
without limitation, as to the consummation of the offering
described above, the expected proceeds from the offering, the
intended use of proceeds and the timing of the closing of the
offering. 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. 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 unexpected R&D costs or
operating expenses, 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 to
determine the best path forward following the results from PARADIGM
clinical trial, including a delay in any such meeting, a delay in
patient enrollment in the planned Phase 3 pivotal ALS trial of
PrimeC; 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 the company; the ability to
regain compliance with Nasdaq's continued listing standards; 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 the
Company is contained under the heading "Risk Factors" in the Annual
Report on Form 20-F filed with the Securities and Exchange
Commission on April 3, 2024.
Forward-looking statements contained in this announcement are made
as of this date, and NeuroSense Therapeutics Ltd. undertakes no
duty to update such information except as required under applicable
law.
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