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 *
Eisenberg Or

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
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 (1) 341,508
D
 
Ordinary Shares 139,416
D
 
Ordinary Shares 573,126 (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 (1) 07/01/2021 06/21/2031 Ordinary Shares 21,000 (3) 0.033 D  
Warrants to purchase Ordinary Shares (4) 08/15/2024 08/14/2029 Ordinary Shares 66,666 0.75 (4) D  
Explanation of Responses:
1. To qualify for certain tax benefits under Section 102 of the Israeli Tax Ordinance, securities issued to an employee or director in connection with the Issuer's 2018 Share Incentive Plan must be registered in the name of a trustee.
2. 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.
3. These options are fully vested and exercisable.
4. On August 15, 2024, the Reporting Person acquired (i) 66,666 ordinary shares of the Company, no par value per share ("Ordinary Shares"), and (ii) warrants to purchase up to 66,666 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.
/s/ Or Eisenberg 04/01/2026
** 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 4 (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).
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