Exhibit 99.2
NeuroSense Therapeutics Ltd.
Condensed Consolidated balance sheets
U.S. dollars in thousands
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalent | ||||||||
| Other receivables | ||||||||
| Restricted deposit | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating right of use assets | ||||||||
| Restricted deposit | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities and Equity | ||||||||
| Current liabilities: | ||||||||
| Trade payables | ||||||||
| Other current liabilities (*) | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Lease liability less current maturity | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Authorized: Issued and outstanding: | ||||||||
| Share premium and capital reserve | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and shareholders’ deficit | ||||||||
Date of approval of the interim financial statements: September 23, 2026
| (*) |
| (**) |
The accompanying notes are an integral part of the condensed interim financial statements.
NeuroSense Therapeutics Ltd.
Condensed Consolidated Statements of Comprehensive Loss
U.S. dollars in thousands except share and per share data
| Six months | Six months | |||||||
| ended | ended | |||||||
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Research and development expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Operating loss | ( | ) | ( | ) | ||||
| Financing expenses, net | ( | ) | ( | ) | ||||
| Net loss and comprehensive loss | ( | ) | ( | ) | ||||
| Basic and diluted net loss per share (*) | ( | ) | ( | ) | ||||
| Weighted average number of shares outstanding used in computing basic and diluted net loss per share (*) | ||||||||
| (*) |
The accompanying notes are an integral part of the condensed interim financial statements.
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NeuroSense Therapeutics Ltd.
Condensed Consolidated Statements of Changes in Shareholders’ deficit
U.S. dollars in thousands (except for share and per share data)
| Ordinary shares | Share premium and capital | Accumulated | Total | |||||||||||||||||
| Number (*) | Amount | reserve | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of shares, net | ||||||||||||||||||||
| Exercise of RSus and pre-funded warrants | ) | ) | ||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Net loss and comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Ordinary shares | Share premium and capital | Accumulated | Total | |||||||||||||||||
| Number (*) | Amount | reserve | deficit | equity | ||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of shares, net | ||||||||||||||||||||
| Exercise of options and vested RSUs | ||||||||||||||||||||
| Share-based compensation | ) | |||||||||||||||||||
| Net loss and comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| (*) | |
| (**) | Less than $1 thousand. |
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NeuroSense Therapeutics Ltd.
Condensed Consolidated Statements of Cash Flows
U.S. dollars in thousands
| Six months | Six months | |||||||
| ended | ended | |||||||
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Adjustments: | ||||||||
| Depreciation and Amortization | ||||||||
| Share-based compensation | ||||||||
| Finance income, net | ||||||||
| Changes in assets and liabilities: | ||||||||
| Decrease in operating right of use asset | ||||||||
| Decrease in operating lease liability | ( | ) | ( | ) | ||||
| Decrease in other receivables | ||||||||
| Decrease in trade payables | ( | ) | ( | ) | ||||
| Increase in other payables | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Change in restricted deposit | ( | ) | ( | ) | ||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash (used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Exercise of options | ) | |||||||
| Issuance of shares | ||||||||
| Issuance costs | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effects of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at end of the period | ||||||||
| Non-cash financing activities: | ||||||||
| Issuance of shares to service provider | ||||||||
| *) |
The accompanying notes are an integral part of the condensed interim financial statements.
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NeuroSense Therapeutics Ltd.
Notes to the Condensed Consolidated Financial Statements
Note 1 — General
| A. | NeuroSense Therapeutics Ltd. (“NeuroSense” or the “Company”) was incorporated in Israel on |
In addition to PrimeC, the Company has initiated research and development efforts in Alzheimer’s disease and Parkinson’s disease, with a similar strategy of combined products.
The Company’s ordinary shares and warrants began trading on the Nasdaq Capital Market on December 9, 2021 under the ticker symbols “NRSN” and “NRSNW,” respectively.
| B. | The Company currently has no products approved for sale, and the Company’s operations have been funded primarily by its shareholders. To date, the Company has generated no sales or revenues, has incurred negative networks capital and also losses and expects to incur significant additional losses due to the continuing focus on the research, development, clinical activities of its product candidates, preclinical programs, business development, organizational structure and to advance the programs within the Company’s pipeline. Consequently, its operations are subject to all the risks inherent in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in the research and development of pharmaceutical compounds. |
Based on current expected level of operating expenditures, the Company’s cash resources as at June 30, 2026 shall not be sufficient to fund the Company’s operations for a period of 12 months from the approval of these consolidated interim financial statements, assuming that the Company will continue its development plan in accordance with the original pipeline and without delaying or slowing down the progress of its plans. The Company will require additional cash to fund the execution of its mid and long-term development program. The Company anticipates raising additional funds through public or private sales of debt or equity securities, collaborative arrangements, or some combination thereof. Whilst management is progressing with its plans to secure external financing, these still require approval by third parties, and accordingly, there is no assurance that any such arrangement will be entered into or that financing will be available when needed in order to allow it to continue its operations, or if available, on terms favorable or acceptable to it.
These consolidated financial statements have been prepared in accordance with US generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. In the event financing is not obtained, the Company may pursue cost cutting measures or may be required to delay, reduce the scope of, or eliminate any of its development programs or clinical trials, these events could have a material adverse effect on its business. These factors raise substantial doubt about the Company ability to continue as a going concern. The consolidated interim financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
In addition, in light of our limited cash resources and ongoing capital requirements, in June 2026 the Company implemented cost-reduction measures, including a reduction in workforce and other reductions in operating expenses. The Company continues to evaluate additional financing opportunities and strategic alternatives to support its operations and the continued development of PrimeC and our other product candidates. See also Note 5 in respect to share-based settlements of obligations to service providers for past and future services.
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NeuroSense Therapeutics Ltd.
Notes to the Condensed Consolidated Financial Statements
Note 1 — General (Cont.)
| D. | Since October 2023, Israel has experienced ongoing regional hostilities involving Hamas, Hezbollah, Iran and other regional actors. During 2026, regional tensions further escalated, including renewed military hostilities involving Israel, Iran and other regional actors.
As of the date of approval of these consolidated financial statements, these developments have not had a material adverse effect on the Company’s business or operations, and its clinical and business development activities continue as planned. The Company continues to monitor the situation, and any further escalation or deterioration in the security situation could adversely affect its operations.
|
| E. | The Company is required to comply with the continued listing requirements of The Nasdaq Capital Market, including requirements relating to the minimum bid price of its ordinary shares and its market value of listed securities (“MVLS”). The Company previously experienced periods of non-compliance with certain Nasdaq continued listing requirements and subsequently regained compliance.
On April 2, 2026, the Company received notification letters from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $ |
Note 2 — Significant accounting policies
These unaudited condensed consolidated interim financial statements have been prepared as of June 30, 2026 and for the six months period then ended. Accordingly, In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2026, and its results of operations for the six months ended June 30, 2026, and 2025, and cash flows for the same periods. The condensed consolidated balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The significant accounting policies that have been applied in the preparation of the unaudited condensed consolidated financial statements are identical to those that were applied in preparation of the Company’s most recent annual financial statements for the year ended December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the accompanying notes of the Company for the year ended December 31, 2025 that are included in the Company’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report on Form 20-F”). The results of operations presented are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
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NeuroSense Therapeutics Ltd.
Notes to the Condensed Consolidated Financial Statements
Note 2 — Significant accounting policies (Cont.)
Recently issued accounting pronouncements, not yet adopted
In December 2025, the FASB issued ASU 2025-11, Interim Reporting, Narrow-Scope Improvements. The ASU was updated to improve the navigability of the required interim disclosures within ASC 270 and to clarify when the guidance applies. This ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the effect of adopting the ASU on its condensed consolidated financial statement disclosures.
Note 3 - Shareholders’ Equity
| a. | During the six months ended June 30, 2026, the Company sold |
| b. | During February 2026, |
| c. | On March 10, 2026, the Company’s shareholders approved an amendment to the Company’s articles of association to increase the registered share capital of the Company by an additional |
| d. | During the six month period ended June 30, 2026, the Company issued |
| e. | In April 2026, the Company entered into a private placement transaction with certain Company’s executive officers and shareholders, according to which the Company agreed to issue |
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NeuroSense Therapeutics Ltd.
Notes to the Condensed Consolidated Financial Statements
Note 4 - Share Based Payment
| a. | On January 7, 2026, the Company’s board of directors approved the grant of an aggregate amount of |
| b. | On February 23, 2026, the Company issued |
| c. | On March 26, 2026, the Company’s board of directors approved the grant of an aggregate amount of |
The share-based expense recognized in the statements of operations were as follows:
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| U.S dollars in thousands | ||||||||
| Share-based compensation expense - Research and development | $ | $ | ||||||
| Share-based compensation expense - General and administrative | ||||||||
| $ | $ | |||||||
Note 5 – Subsequent events
On September 14, 2026, the Company effected a reverse share split of the issued and outstanding ordinary shares at a ratio of
All share and per share amounts for ordinary share, RSUs, pre funded warrants, options and loss per share amounts have been adjusted to give retroactive effect to the reverse share splits for all periods presented in these financial statements.
Any fractional shares of more than one-half of one whole share that resulted from the reverse share splits have been rounded up to the nearest whole share.
On September 23, 2026, the Company’s board of directors approved the grant of an aggregate amount of
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