F-3/A EX-FILING FEES 0001875091 333-293060 true false N/A 0001875091 1 2026-07-28 2026-07-28 0001875091 10 2026-07-28 2026-07-28 0001875091 11 2026-07-28 2026-07-28 0001875091 12 2026-07-28 2026-07-28 0001875091 2 2026-07-28 2026-07-28 0001875091 3 2026-07-28 2026-07-28 0001875091 4 2026-07-28 2026-07-28 0001875091 5 2026-07-28 2026-07-28 0001875091 6 2026-07-28 2026-07-28 0001875091 7 2026-07-28 2026-07-28 0001875091 8 2026-07-28 2026-07-28 0001875091 9 2026-07-28 2026-07-28 0001875091 1 2026-07-28 2026-07-28 0001875091 2 2026-07-28 2026-07-28 0001875091 2026-07-28 2026-07-28 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

F-3

NeuroSense Therapeutics Ltd.

Table 1: Newly Registered and Carry Forward Securities

                                                             
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
or Carry Forward Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate     Amount of Registration Fee   Carry Forward Form Type   Carry Forward File Number   Carry Forward Initial Effective Date   Filing Fee Previously Paid in Connection with
Unsold Securities
to be
Carried Forward
                                                             
Newly Registered Securities
Fees Previously Paid   Equity   Ordinary Shares, no par value per share        457(o)       $     $         $                 $  
Fees Previously Paid   Other   Warrants        457(o)                                            
Fees Previously Paid   Other   Subscription Rights        457(o)                                            
Fees Previously Paid   Other   Debt Securities        457(o)                                            
Fees Previously Paid   Other   Units        457(o)                                            
Fees Previously Paid   Unallocated (Universal) Shelf        (1)   457(o)               150,000,000.00         20,715.00                  
Carry Forward Securities
Carry Forward Securities   Equity   Ordinary Shares, no par value per share        415(a)(6)                             F-3   333-269306   01/30/2023      
Carry Forward Securities   Other   Warrants        415(a)(6)                             F-3   333-269306   01/30/2023      
Carry Forward Securities   Other   Subscription Rights        415(a)(6)                             F-3   333-269306   01/30/2023      
Carry Forward Securities   Other   Debt Securities        415(a)(6)                             F-3   333-269306   01/30/2023      
Carry Forward Securities   Other   Units        415(a)(6)                             F-3   333-269306   01/30/2023      
Carry Forward Securities   Unallocated (Universal) Shelf        (2)   415(a)(6)       $     $         $     F-3   333-269306   01/30/2023   $  
                                                             
Total Offering Amounts:   $ 150,000,000.00         20,715.00                  
Total Fees Previously Paid:               11,262.00                  
Total Fee Offsets:               9,290.00                  
Net Fee Due:             $ 163.00                  

__________________________________________
Offering Note(s)

(1) There is being registered hereunder an unspecified number of shares of (a) common stock, (b) warrants to purchase common stock, and (c) units, consisting of some or all of these securities in any combination, as may be sold from time to time by the Registrant. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. There is also being registered hereunder an unspecified number of shares of common stock, as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will the aggregate offering price of all types of securities issued by the Registrant pursuant to this registration statement exceed $150,000,000. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

The registrant is subject to the provisions of General Instruction I.B.5 of Form F-3, which provide that so long as the aggregate market value of the outstanding voting and non-voting common equity of the registrant held by non-affiliates is less than $75,000,000, then the aggregate market value of securities sold by or on behalf of the registrant on Form F-3, during the period of 12 calendar months immediately prior to, and including, such sale(s), is no more than one-third of the aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates as of a date within 60 days of such sale(s). Also includes such indeterminate number of securities of the registrant as may be issued upon exercise, conversion or exchange of these securities. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the ordinary shares being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.

Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended at the statutory rate of $138.10 per million of the maximum aggregate offering price in effect at the time of filing.
(2) There is being registered hereunder an unspecified number of shares of (a) common stock, (b) warrants to purchase common stock, and (c) units, consisting of some or all of these securities in any combination, as may be sold from time to time by the Registrant. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. There is also being registered hereunder an unspecified number of shares of common stock, as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will the aggregate offering price of all types of securities issued by the Registrant pursuant to this registration statement exceed $150,000,000. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $84,305,818 of unsold securities (the “Unsold Securities”) previously registered and offered by the registrant pursuant to the Registration Statement on Form F-3 (File No. 333-269306) (the “Prior Registration Statement”), which was declared effective on January 30, 2023. In connection with the filing of the Prior Registration Statement, the registrant paid a filing fee of $11,020 with respect to an aggregate of $100,000,000 of securities, of which $9,290 relates to the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement). Following the initial filing of this registration statement on January 30, 2026 and prior to the filing of this Amendment No. 1, the Registrant sold securities having an aggregate offering amount of $1,472,248 pursuant to the Prior Registration Statement. Accordingly, the amount of Unsold Securities eligible to be carried forward pursuant to Rule 415(a)(6) has been reduced from $85,778,066 to $84,305,818, and the fee offset claimed pursuant to Rule 457(p) has been adjusted accordingly. Pursuant to Rule 457(p), the filing fee associated with such Unsold Securities is hereby carried forward and applied to the securities registered under this registration statement.

Table 2: Fee Offset Claims and Sources

                                                         
Line Item Type   Registrant or Filer Name   Notes   Form or Filing Type   File Number   Initial Filing Date   Filing Date   Fee Offset Claimed   Security Type Associated with Fee Offset Claimed   Security Title Associated with Fee Offset Claimed   Unsold Securities Associated with Fee Offset Claimed   Unsold Aggregate Offering Amount Associated with Fee Offset Claimed   Fee Paid with Fee Offset Source
                                                         
Rules 457(b) and 0-11(a)(2)
Rule 457(p)
Fee Offset Claims   Neurosense Therapeutics Ltd.    (1)   F-3   333-269306   01/19/2023       $ 9,290.00   Equity   Common Stock, Warrants and Units         $ 84,305,818.00   $  
Fee Offset Sources   Neurosense Therapeutics Ltd.        F-3   333-269306       01/19/2023                               9,290.00
                                                         

__________________________________________
Rule 457(p) Statement of Withdrawal, Termination, or Completion:

(1) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $84,305,818 of unsold securities (the “Unsold Securities”) previously registered and offered by the registrant pursuant to the Registration Statement on Form F-3 (File No. 333-269306) (the “Prior Registration Statement”), which was declared effective on January 30, 2023. In connection with the filing of the Prior Registration Statement, the registrant paid a filing fee of $11,020 with respect to an aggregate of $100,000,000 of securities, of which $9,290 relates to the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement). Following the initial filing of this registration statement on January 30, 2026 and prior to the filing of this Amendment No. 1, the Registrant sold securities having an aggregate offering amount of $1,472,248 pursuant to the Prior Registration Statement. Accordingly, the amount of Unsold Securities eligible to be carried forward pursuant to Rule 415(a)(6) has been reduced from $85,778,066 to $84,305,818, and the fee offset claimed pursuant to Rule 457(p) has been adjusted accordingly. Pursuant to Rule 457(p), the filing fee associated with such Unsold Securities is hereby carried forward and applied to the securities registered under this registration statement.