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SEC 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*
Claiborne Cary J

(Last) (First) (Middle)
C/O NEUROSENSE THERAPEUTICS LTD.
11 HAMENOFIM STREET, BUILDING B

(Street)
HERZLIYA 4672562

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
NeuroSense Therapeutics Ltd. [ NRSN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 48,000 D
Ordinary Shares(1) 60,000(1) D
Ordinary Shares(2) 99,898(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) 03/10/2023 03/10/2032 Ordinary Shares 72,000(3) $1.43 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/ Cary Claiborne 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.