UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE MONTH OF JANUARY 2022

 

COMMISSION FILE NUMBER 001-41084

 

NeuroSense Therapeutics Ltd.
(Translation of registrant’s name into English)

 

NeuroSense Therapeutics Ltd.
11 HaMenofim Street, Building B

Herzliya 562 Israel
+972-9-9531142

 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

 

NeuroSense Therapeutics Ltd. (hereinafter, the “Company”) announces that it is scheduling a Special General Meeting of Shareholders on March 10, 2022 at 11:00 a.m. Israel time at its offices at 11 Hamenofim St., Building B, Herzliya 4672562, Israel.

 

The Company hereby furnishes as Exhibit 99.1 to this Form 6-K a Notice with respect to the Company’s Special General Meeting of Shareholders to be held on March 10, 2022.

 

Exhibit Index

 

Exhibit No.   Description
     
99.1   Notice of Special General Meeting of Shareholders

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  NeuroSense Therapeutics Ltd.
     
  By: /s/ Alon Ben-Noon
  Name: Alon Ben-Noon
  Title:

Chief Executive Officer

Date: January 26, 2022

 

 

2

 

 

Exhibit 99.1

 

 

 

11 Hamenofim St., Building B, Herzliya 4672562, Israel

 

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

 

TO BE HELD ON MARCH 10, 2022 

 

 

 

Dear NeuroSense Therapeutics Ltd. Shareholders:

 

We cordially invite you to attend a Special General Meeting of Shareholders (the “Meeting”), of NeuroSense Therapeutics Ltd. (the “Company”), to be held at 11:00 a.m. (Israel time) on March 10, 2022 at our offices at 11 Hamenofim St., Building B, Herzliya 4672562, Israel.

 

The Meeting is being called for the following purposes:

 

(1) To ratify the election of each of Mr. Cary Claiborne and Ms. Christine Pellizzari as an external director of the Company, each for a three year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999 (the “Companies Law”); and

 

(2) To approve the compensation of each of our external directors and Dr. Revital Mandil-Levin in accordance with the requirements of the Companies Law.

 

The Company is currently unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

 

Our Board of Directors unanimously recommends that you vote in favor of each of the above proposals, which will be described in the Proxy Statement to be provided separately.

 

Shareholders of record at the close of business on January 31, 2022 are entitled to notice of and to vote at the Meeting.

 

Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly, after reading the Notice of Special General Meeting of Shareholders and the Proxy Statement to be provided separately, please mark, date, sign and mail the enclosed proxy or voting instruction form as promptly as possible in the enclosed stamped envelope. If voting by mail, the proxy must be received by our transfer agent or at our registered office at least 48 hours (or such shorter period as the Chairman of the Meeting may determine) prior to the appointed time of the Meeting to be validly included in the tally of ordinary shares voted at the Meeting. An earlier deadline may apply to receipt of your voting instruction form, if indicated therein. Detailed proxy voting instructions are provided both in the Proxy Statement and on the enclosed proxy card and voting instruction form. In the alternative, shareholders who hold their shares in street name may be able to utilize the control number appearing on their voting instruction form to submit their voting instruction to their brokers, trustees or nominees by other means, if so indicated on their voting instruction form.

 

NeuroSense Therapeutics Ltd.