Full Press Release Details
11 Hamenofim St., Building B, Herzliya 4672562,
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 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:
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 are described in the attached Proxy Statement.
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 accompanying Proxy Statement, 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.
SPECIAL GENERAL MEETING OF SHAREHOLDERS
This Proxy Statement is being
furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board") of NeuroSense Therapeutics
Ltd. ("NeuroSense" or the "Company"), to be voted at a Special General Meeting of Shareholders (the "Meeting"),
and at any adjournment thereof, pursuant to the accompanying Notice of Special General Meeting of Shareholders. The Meeting will be held
11 a.m. (Israel time) on March 10, 2022, at our offices at 11 Hamenofim St., Building B, Herzliya 4672562, Israel.
This Proxy Statement, the
attached Notice of Special General Meeting of Shareholders and the enclosed proxy card or voting instruction card are being made available
on or about February 2, 2022 to holders of NeuroSense ordinary shares.
You are entitled to receive
notice of, and to vote at, the Meeting, if you hold ordinary shares as of the close of business on January 31, 2022, the record date for
the Meeting. You can vote your shares by attending the Meeting or by following the instructions under "How You Can Vote" below.
Our Board urges you to vote your shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.
The Meeting is being called
for the following purposes:
The Company is currently
unaware of any other matters that will come before the Meeting. Should any other matters be properly presented at the Meeting, the persons
designated as proxies shall vote according to their own judgment on those matters.
Board Recommendation
Our Board unanimously recommends
that you vote "FOR" each of the above proposals.
On January 31, 2022, we had approximately 10,943,534
ordinary shares issued and outstanding. Each ordinary share outstanding as of the close of business on the record date, January 31, 2022,
is entitled to one vote upon each of the proposals to be presented at the Meeting. Under our amended and restated articles of association,
the quorum required for general meetings of shareholders is at least two shareholders present in person or by proxy (including by voting
deed) holding 25% or more of our voting rights. A meeting adjourned for lack of a quorum will be
adjourned to the following week on the same day, at the same time and at the same place. If a legal quorum was also not present at the
adjourned meeting a half an hour after the time scheduled for it - the members present will be considered a legal quorum.
Vote Required for Approval of the Proposals
The affirmative vote of the
holders of a majority of the voting power represented at the Meeting in person or by proxy and voting thereon (which excludes abstentions)
is necessary for the approval of each of the proposals. Apart from for the purpose of determining a quorum, broker non-votes will not
be counted as present and are not entitled to vote.
In addition, the approval
of Proposal 1 requires that either of the following two voting requirements be met as part of the approval by an ordinary majority of
shares present and voting thereon:
In addition, the approval
of Proposal 2 requires that either of the following two voting requirements be met as part of the approval by an ordinary majority of
shares present and voting thereon:
For purposes of Proposals
1 and 2, a "controlling shareholder" is any shareholder that has the ability to direct the Company's activities (other
than by means of being a director or other office holder of the Company). A person is presumed to be a controlling shareholder if it holds
or controls, by itself or together with others, 50% or more of any one of the "means of control" of the Company. "Means
of control" is defined as any one of the following: (i) the right to vote at a general meeting of the Company or (ii) the right
to appoint directors of the Company or its chief executive officer.
A "personal interest"
of a shareholder, for purposes of Proposals 1 and 2, is (1) a shareholder's personal interest in the approval of an act or a transaction
of the Company, including (i) the personal interest of any of his or her relatives (which includes for these purposes foregoing shareholder's
spouse, siblings, parents, grandparents, descendants, and spouse's descendants, siblings, and parents, and the spouse of any of
the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serves as
a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint
a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third
party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal
interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in-fact has voting
discretion or not, but (2) excludes a personal interest arising solely from the fact of holding shares in the Company. A personal interest
excludes a personal interest that does not derive from relationship with a controlling shareholder.
A controlling shareholder
and a shareholder that has a personal interest are qualified to participate in the vote on Proposals 1 and 2; however, the vote of such
shareholders may not be counted towards the majority requirement described in the first bullet point above and will not count towards
the 2% threshold described in the second bullet point above.
A shareholder must inform
our Company before the vote (or if voting by proxy, indicate on the proxy card) whether or not such shareholder is a controlling shareholder
or has a personal interest, and failure to do so disqualifies the shareholder from participating in the vote on Proposals 1 and 2, as
the case may be. If you believe that you, or a related party of yours, is a controlling shareholder or possesses a personal
interest and you wish to participate in the vote on either proposal, you should indicate the existence of a personal interest on the enclosed
proxy card (if applicable) and should furthermore contact our Chief Financial Officer, Or Eisenberg, +1 617 861 2946 or at or@neurosense-tx.com,
who will advise you as to how to submit your vote for that proposal. If you hold your shares in "street name" (i.e.,
shares that are held through a bank, broker or other nominee) and believe that you are a controlling shareholder or possess a personal
interest in the approval of either proposal, you may also contact the representative managing your account, who could then contact our
Chief Financial Officer on your behalf.
You can vote your shares
by attending the Meeting or by completing and signing a proxy card or voting instruction form. If you are a shareholder of record, that
is, your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC., these