Exhibit 99.1

NeuroSense Announces Second Quarter 2022 Financial Results and Provides Business Update

CAMBRIDGE, Mass., August 31, 2022 -- NeuroSense Therapeutics Ltd. (Nasdaq: NRSN) (“NeuroSense”), a company developing treatments for severe neurodegenerative diseases, today published its financial results for the quarter ended June 30, 2022 and provided a business update.

“Throughout this quarter NeuroSense achieved multiple milestones, including the initiation of our Phase IIb ALS study. As an integral part of our clinical program, NeuroSense is pioneering the identification and use of novel biomarkers in neurodegenerative diseases. Results observed from the biomarker studies are promising, especially in that they support our clinical strategy. These findings, along with the data we collect from our Phase IIb study, could inform the optimization of a pivotal Phase III study of PrimeC in ALS,” stated NeuroSense’s CEO, Alon Ben-Noon. “With over $10 million in cash and equivalents on our balance sheet at the end of Q2, we are well positioned to complete our Phase IIb study and report topline results in Q2 2023.”

Business Update

In Q2 2022, NeuroSense commenced its double-blind, placebo-controlled, multi-center Phase IIb clinical trial using a unique upgraded formulation of PrimeC, which is designed to maximize the synergistic effect between the compounds in its combination drug. The clinical trial endpoints include assessment of amyotrophic lateral sclerosis (ALS) biomarkers, evaluation of clinical efficacy, and improvement in quality of life to demonstrate an attenuation in disease progression. Elucidation of the mechanism of action of PrimeC utilizing data from the upcoming Phase IIb trial may enable patient stratification and increase the likelihood of success in a pivotal trial.

During Q2 2022, the 3^rd stage of the Company’s ALS biomarker study was completed. The study revealed that levels of disease-related biomarkers remained unchanged in people living with ALS who were treated with standard of care, in contrast to the statistically significant decline observed in these biomarkers in patients treated with PrimeC in NeuroSense’s Phase IIa study.

Furthermore, a new study on Alzheimer’s disease (AD) biomarkers was also completed. The study identified several biomarkers associated with AD, which the Company believes indicate NeuroSense’s combination drug CogniC, for the treatment of AD, may be effective in targeting the pathways involved in the disease.

In April 2022, NeuroSense initiated a pharmacokinetic (PK) study (NCT05232461) of PrimeC. The PK open-label, randomized, single-dose, three-treatment, three-period crossover study evaluated the effect of food on the bioavailability of PrimeC as compared to the bioavailability of co-administered ciprofloxacin tablets and celecoxib capsules in adult subjects in the U.S. under an FDA cleared IND protocol. Based on preliminary results, the PK profile of PrimeC supports the formulation’s extended-release properties as the active components are released simultaneously.

In August 2022, NeuroSense completed enrollment and dosing of all subjects in a multi-dose PK study (NCT05436678), with results expected in September 2022.

In addition, NeuroSense reported the successful completion of the “in-life” phase of its 90-day GLP Toxicology study. In this study, the components of PrimeC, celecoxib and ciprofloxacin, were administered to rodents at doses 4x the maximal clinical dose. All animals appeared normal, with no significant findings observed. The Company intends to present the data from this study to the FDA as part of PrimeC’s drug development plan.

The Canadian Intellectual Property Office granted NeuroSense a key patent titled “Compositions comprising an anti-inflammatory drug and DICER activator for treatment of neuronal diseases” for its lead drug candidate PrimeC. This patent has already been issued to the Company in the U.S. and Australia.

During Q2 2022, NeuroSense strengthened existing connections and explored new scientific collaborations through ALS conferences. NeuroSense’s Chief Medical Officer, Dr. Ferenc Tracik, MD, presented at the ALS Drug Development Summit in Boston, “From Monotherapy to Combination Therapy: Considering a Paradigm Shift to Target Complexity of ALS.” The Company also participated in Maxim Group’s panel discussion on Innovations in ALS: Exploring New Treatments In Development. Following the end of the second quarter, at the World Orphan Drug Congress in Boston, NeuroSense’s Head of Scientific Program, Dr. Shiran Zimri, presented “PrimeC Significantly Alters Key ALS Biomarkers”.

In July, NeuroSense announced a collaboration agreement with NeuraLight Ltd. to advance the science of oculometric digital biomarkers in the detection and monitoring of neurological diseases including ALS through the use of computer vision, artificial intelligence (AI), deep learning algorithms, and machine learning (ML). The NeuroSense-NeuraLight collaboration entails sharing and tracking patient data to advance the identification and use of ALS digital biomarkers.

In addition, NeuroSense joined the EverythingALS Open Innovation Consortium. NeuroSense will support the patient-focused non-profit with ground-breaking patient research in a joint effort to develop treatments. This collaboration will provide insight into patients’ needs and allow the company to better serve the ALS community. NeuroSense’s CEO, Alon Ben-Noon presented at EverythingALS’s Expert Talk Series on August 3, 2022.

Financial Summary

Six Months Ended June 30, 2022

As of June 30, 2022, NeuroSense had cash and short-term deposits of $10.37 million.

A summary of the Company’s unaudited financial results is included in the tables below.

About NeuroSense

NeuroSense Therapeutics, Ltd. 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.

For additional information, we invite you to visit our website and follow us on LinkedIn and Twitter.

Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. 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. Forward-looking statements are based on NeuroSense Therapeutics’ current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and include statements regarding the company’s PrimeC and CogniC development programs; the potential for PrimeC to safely and effectively target ALS; preclinical and clinical data for PrimeC; the timing of current and future clinical trials, timing for reporting data; the nature, strategy and focus of the company and further updates with respect thereto; and the development and commercial potential of any product candidates of the company. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. 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.

For further information: Email: info@neurosense-tx.com, Tel: +972 (0)9 799 6183

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Exhibit 99.3

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following selected financial data and discussion of our operating and financial condition and prospects in conjunction with the financial statements and the notes thereto included elsewhere in this 6-K. Our financial statements are prepared in in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Unless otherwise indicated or the context otherwise requires, all references herein to the terms “NeuroSense,” “NeuroSense Therapeutics,” the “Company,” “we,” “us” and “our” refer to NeuroSense Therapeutics Ltd. The term “NIS” refers to New Israeli Shekels, the lawful currency of the State of Israel, and the terms “dollar” or “$” refer to U.S. dollars, the lawful currency of the United States. Unless derived from our financial statements or otherwise indicated, U.S. dollar translations of NIS amounts presented in this exhibit are translated using the rate of NIS 3.5 to $1.00, based on the representative exchange rate reported by the Bank of Israel on June 30, 2022.

Forward Looking Statements

This exhibit contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Many of the forward-looking statements contained in this exhibit can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “target,” “would” and other similar expressions that are predictions of or indicate future events and future trends, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to substantial risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to a variety of factors, including, but not limited to, those identified under the section titled “Risk Factors” in our Annual Report on Form 20-F, filed with the SEC on April 14, 2022 (the “20-F”), and our other filings with the SEC from time to time. These risks and uncertainties include factors relating to:

The preceding list is not intended to be an exhaustive list of all of our risks and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this exhibit will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of the 6-K that accompanies this exhibit, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information.

The forward-looking statements and opinions contained in this exhibit are based upon information available to us as of the date of the 6-K that accompanies this exhibit and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. The forward-looking statements contained in this exhibit speak only as of the date of the 6-K that accompanies this exhibit, and unless otherwise required by law, we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

You should read this exhibit, and the documents that we reference herein, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Overview

We are a clinical-stage biotechnology company focused on discovering and developing treatments for patients suffering from debilitating neurodegenerative diseases. We believe that these diseases, which include 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. The burden of these diseases on both patients and society is substantial. For example, the average annual cost of ALS alone is $180,000 per patient, and its estimated annual burden on the U.S. healthcare system is greater than $1 billion. Due to the complexity of neurodegenerative diseases, our strategy is to develop combined therapies targeting multiple pathways associated with these diseases.

Our lead product candidate, PrimeC, is a novel extended-release, or ER, oral formulation of a fixed dose combination of two generic FDA-approved drugs, ciprofloxacin and celecoxib, combined in a specific ratio. Ciprofloxacin was approved to treat or prevent a variety of bacterial infections and celecoxib was approved as a prescription nonsteroidal anti-inflammatory drug used to treat pain.

PrimeC is designed to treat ALS by regulating microRNA, or miRNA, synthesis, influencing iron accumulation and reducing neuroinflammation, all of which are hallmarks of ALS pathologies. The U.S. Food and Drug Administration, or FDA, and the European Medicines Agency, or EMA, have both granted PrimeC an orphan drug designation for the treatment of ALS. We believe PrimeC’s multifactorial mechanism of action has the potential to significantly prolong lifespan and improve ALS patients’ quality of life, thereby reducing the burden of this debilitating disease on both patients and healthcare systems.

In addition to PrimeC, we recently initiated research and development efforts in Alzheimer’s disease and Parkinson’s disease, with a similar strategy of combined products.

We have incurred operating losses in each year since our inception. We incurred net losses of $6.20 million and $3.05 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, we had an accumulated deficit of $14.64 million. We expect to incur significant expenses and operating losses for the foreseeable future as we advance our product candidates from formulation development through preclinical development and clinical trials, seek regulatory approval and pursue commercialization of any approved product candidate. In addition, we expect that our expenses will increase substantially in connection with our ongoing activities as we:

Operating Results

Revenue

We have not recognized any revenue to date and we do not expect to generate revenue from the sale of products in the near future.

Operating Expenses

Our current operating expenses consist primarily of research and development as well as general and administrative expenses.

Research and Development Expenses

The largest component of our total operating expenses has historically been, and we expect will continue to be, research and development (excluding share based payments). Research and development expenses consist primarily of:

Expenses on research activities is recognized in profit or loss when incurred. Development expenditures, including patent registration costs, are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and we intend to and have sufficient resources to complete development and to use or sell the asset. As of June 30, 2022, no development expenditures have met the recognition criteria and thus we have expensed all of our development expenditures as incurred.

We are currently focused on advancing our product candidates, and our future research and development expenses will depend on their clinical success. Research and development expenses will continue to be significant and will increase over at least the next several years as we continue to develop our product candidates and conduct preclinical studies and clinical trials of our product candidates.

We do not believe that it is possible at this time to accurately project total expenses required for us to reach commercialization of our product candidates. Due to the inherently unpredictable nature of preclinical and clinical development, we are unable to estimate with certainty the costs we will incur and the timelines that will be required in the continued development and approval of our product candidates. Clinical and preclinical development timelines, the probability of success and development costs can differ materially from expectations. See “Risk Factors—Risks Related to Our Business and Strategy” in the 20-F. In addition, we cannot forecast which product candidates may be subject to future collaborations, if and when such arrangements will be entered into, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel costs, including share-based compensation, related to directors, executive, finance, and human resource functions, facility costs and external professional service costs, including legal, accounting, marketing and audit services and other consulting fees.

We anticipate that our general and administrative expenses will increase in the future as we increase our administrative headcount and infrastructure to support our continued research and development programs and the potential approval and commercialization of our product candidates. We also anticipate that we will incur increased expenses related to audit, legal, regulatory and tax-related services associated with maintaining compliance with Nasdaq and SEC requirements, director and officer insurance premiums, director compensation, and other costs associated with being a public company.

In addition, if any of our product candidates receives regulatory approval and if we determine to invest in building a commercial infrastructure to support the marketing of our products, we expect to incur greater expenses.

Financing income (Expenses), net

Our net financing expenses (income), net consist primarily of fair value revaluation of warrants and differences in the exchange rate between NIS and the U.S. Dollar.

Income Taxes

We have yet to generate taxable income in Israel, as we have historically incurred operating losses resulting in carry forward tax losses totaling approximately $6.20 million as of June 30, 2022. We anticipate that we will continue to generate tax losses for the foreseeable future and that we will be able to carry forward these tax losses indefinitely to future taxable years. Accordingly, we do not expect to pay taxes in Israel until we have taxable income after the full utilization of our carry forward tax losses.

Our research and development expenses for the six months ended June 30, 2022 and 2021 were $3,166 thousand and $2,517 thousand, respectively. The increase of $649 thousand, or 26%, was mainly attributed to an increase in expenses for subcontractors and consultants as a result of the commencement of a Phase IIb ALS clinical study in 2022, which was offset by a decrease in share-based compensation expenses.

Our general and administrative expenses for the six months ended June 30, 2022 and 2021 were $3,688 thousand and $545 thousand, respectively. The increase of $3,143 thousand, or 576%, was mainly attributed to an increase in salaries and professional services, directors and officers insurance expenses, and share-based compensation, all related to the costs of being a public company.

Financing Expenses

Our financing expenses for the six months ended June 30, 2022 and 2021, were $58 thousand and $1 thousand, respectively. The increase of $57 thousand, or 570%, was mainly attributed to exchange rate expenses.

Financing Income

Our financing income for the six months ended June 30, 2022 and 2021 was $716 thousand and $11 thousand, respectively. The increase of $705 thousand, or 640%, was mainly attributed to a revaluation of the fair value of warrants.

Liquidity and Capital Resources

Overview

Since our inception, we have incurred losses and negative cash flows from our operations. For the six months ended June 30, 2022, we incurred a net loss of $6.19 million while net cash of $4.28 million was used in our operating activities. As of June 30, 2022, we had working capital of $10.37 million, and an accumulated deficit of $14.64 million. As of June 30, 2022, our cash and short term deposits totaled approximately $10.37 million. Based on current expected level of operating expenditures, our cash resources as at June 30, 2022 will be sufficient will be sufficient to continue the development of the Company’s product through the end of the third quarter of 2023. Through June 30, 2022, we have financed our operations primarily through our initial public offering, private placements and crowd funding of equity securities. Total gross invested capital as of June 30, 2022 was $20.3 million, which included ordinary shares, SAFE Agreements, options and warrants to purchase ordinary shares. In May, June and July of 2021 we received $0.80 million from SAFE agreements; in September 2021, we received an additional $1.23 million from previous investors as a result of their exercise of outstanding warrants; in December 2021, we received gross proceeds of approximately $12.0 million from our initial public offering; and in March 2022 we received gross proceeds of approximately $3.8 million from the exercise of warrants.

Cash flows

The following table summarizes our statement of cash flows for the six months ended June 30, 2022 and 2021:

Net cash used in operating activities

Net cash used in operating activities (including $86 thousand from the effect of exchange rate changes on cash and cash equivalents) was $4,372 thousand and $403 thousand for the six months ended June 30, 2022 and 2021, respectively. The increase of $3,969 thousand was mainly attributed to an increase in our operating expenses.

Net cash used in investing activities

Net cash used in investing activities was $6,049 thousand and $2 thousand for the six months ended June 30, 2022 and 2021, respectively. The increase of $6,047 thousand was mainly attributed to an increase in investment in short term deposits.

Net cash provided by financing activities

Net cash provided by financing activities was $3,707 thousand and $700 thousand for the six months ended June 30, 2022 and 2021, respectively. The increase of $3,007 thousand was mainly attributed to an increase in funds received from the exercise of warrants and options, and was offset by a decrease in proceeds from the issuance of SAFE instruments.

Funding Requirements

Since our inception, almost all of our resources have been dedicated to the preclinical and clinical development of our lead product candidate, PrimeC. As of June 30, 2022, we had cash and short term deposits of $10.37 million. Based on our current expected level of operating expenditures, we believe that our cash resources as of June 30, 2022 will be sufficient to continue our operations through the end of the third quarter of 2023.

Our present and future funding requirements will depend on many factors, including, among other things:

For more information as to the risks associated with our future funding needs, see “Risk Factors — We will require substantial additional financing to achieve our goals, and a failure to obtain this capital when needed and on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development, commercialization efforts or other operations” in the 20-F.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Research and Development, Patents and Licenses, Etc.

For a description of our research and development programs and the amounts that we have incurred pursuant to those programs, please see above, “Operating and Financial Review and Prospects — Operating Results — Research and Development Expenses.”

Trend Information.

Other than as disclosed elsewhere in this exhibit and the accompanying 6-K, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2022 to June 30, 2022 that are reasonably likely to have a material adverse effect on our revenue, income, profitability, liquidity or capital resources, or that caused that disclosed financial information to be not necessarily indicative of future operating results or financial condition.

Off-Balance Sheet Arrangements.

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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