SEC FORM 3

SEC FORM 3SEC Form 3

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^*

Ben-Noon Alon

(Last)

(First)

(Middle)

C/O NEUROSENSE THERAPEUTICS LTD

11 HAMENOFIM STREET, BUILDING B

(Street)

HERZLIYA

4672562

(City)

(State)

(Zip)

ISRAEL

(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)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	3,175,266	D
Ordinary Shares	641,524⁽¹⁾	D
Ordinary Shares	360,777⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrants to purchase Ordinary Shares⁽³⁾	08/15/2024	08/14/2029	Ordinary Shares	26,666	$0.75⁽³⁾	D
Warrants to purchase Ordinary Shares⁽⁴⁾	12/05/2024	12/04/2029	Ordinary Shares	80,000	$1.25⁽⁴⁾	D

Explanation of Responses:

1. These restricted shares vest in accordance with the following vesting schedule: (i) 75% vest on April 16, 2027, and (ii) the remaining portion shall vest on October 16, 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.

2. These restricted shares vest in accordance with the following vesting schedule: (i) 75% vest on May 19, 2027, and (ii) the remaining portion shall vest on November 19, 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. On August 15, 2024, the Reporting Person acquired (i) 26,666 ordinary shares of the Company, no par value per share ("Ordinary Shares"), and (ii) warrants to purchase up to 26,666 Ordinary Shares at a combined purchase price of $0.75 per Ordinary Share and accompanying warrant, in a private placement transaction pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended.

4. On December 5, 2024, the Reporting Person acquired (i) 40,000 Ordinary Shares, and (ii) common warrants to purchase up to 80,000 Ordinary Shares, at a combined purchase price of $1.25 per Ordinary Share and accompanying common warrant, in a private placement transaction pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended.

	/s/ Alon Ben-Noon	03/30/2026
	** 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)