Full Press Release Details
11 Hamenofim St., Building B, Herzliya 4672562,
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 10, 2026
Dear NeuroSense Therapeutics Ltd. Shareholders:
We cordially invite you to
attend a Special Meeting of Shareholders (the "Meeting") of NeuroSense Therapeutics Ltd. (the "Company") to be
held at 4:00 p.m. (Israel time) on March 10, 2026 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 the above proposals, which will be described in the accompanying Proxy Statement.
Shareholders of record at
the close of business on February 17, 2026 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 Meeting of Shareholders and the accompanying Proxy Statement, please (i) vote online or (ii) 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 Broadridge Financial Solutions, Inc. 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 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 Meeting of Shareholders (the "Meeting"),
and at any adjournment thereof, pursuant to the accompanying Notice of Special Meeting of Shareholders. The Meeting will be held 4:00 p.m.
(Israel time) on March 10, 2026, at our offices at 11 Hamenofim St., Building B, Herzliya 4672562, Israel.
This Proxy Statement, the
attached Notice of Special Meeting of Shareholders and the enclosed proxy card or voting instruction card are being made available on
or about February 17, 2026 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 February 17, 2026, 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
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 February 11, 2026, we
had 33,396,608 ordinary shares issued and outstanding. Each ordinary share outstanding as of the close of business on the record
date, February 17, 2026, 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 "Articles"), 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 the proposal. Apart from for the purpose of determining a quorum, broker non-votes will not be counted
as present and are not entitled to vote.
You can vote your shares
by (i) voting online, (ii) completing and signing a proxy card or voting instruction form or (iii) attending the Meeting.
If you are a shareholder of record, that is, your shares are registered directly in your name with our transfer agent, Equiniti Trust
Company, LLC ("Equiniti"), these proxy materials are being sent directly to you. If you choose not to vote online, the form
of proxy card that has been mailed to you and that can be completed, signed and returned in the envelope that was enclosed with it provides
the primary means for authorizing the voting of your ordinary shares without attending the Meeting in person. We will not be able to count
a proxy card unless the Company receives it in the enclosed envelope, not later than forty-eight (48) hours before the time fixed for
the Meeting (that is, by 4:00 p.m. (Israel time) on March 8, 2026, or such later deadline prior to the Meeting as the Chairman of the
Meeting may determine.
If your ordinary shares are
held in a brokerage account or by a trustee or nominee, you are considered to be the beneficial owner of shares held in "street
name," and these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee
or an agent hired by the broker, trustee or nominee. Please follow the enclosed instructions to direct your broker, trustee or nominee
how to vote your shares. 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. All votes should be submitted by 6:59 a.m. (Israel time) on March 10, 2026 (or such later deadline as may be indicated
on the voting instruction form) in order to be counted towards the tally of ordinary shares voted at the Meeting (unless the Chairman
of the Meeting extends that deadline). Alternatively, if you wish to attend the Meeting and vote in person, you must obtain a "legal
proxy" from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Meeting.
If you provide specific instructions
(by marking a box) with regard to the proposals, your shares will be voted as you instruct. If you sign and return your proxy card without
giving specific instructions with respect to a particular proposal, your shares will be voted in favor of the proposal, in accordance
with the recommendation of the Board. However, if you are a beneficial owner of shares and do not specify how you want to vote on your
voting instruction form, your broker will not be permitted to instruct the depositary to cast a vote with respect to that proposal (commonly
referred to as a "broker non-vote"). In that circumstance, the shares held by you will be included in determining the presence
of a quorum at the Meeting, but are not considered "present" for the purpose of voting on the relevant proposal. Such shares
have no impact on the outcome of the voting on such proposal. If your shares are held of record by a bank, broker, or other nominee, we
urge you to give instructions to your bank, broker, or other nominee as to how your shares should be voted so that you thereby participate
in the voting on these important matters. If you sign and return your proxy card or voting instruction form, the persons named as proxies
will vote in their discretion on any other matters that properly come before the Meeting.
You are entitled to receive
notice of the Meeting and to vote at the Meeting if you are a shareholder of record at the close of business on February 17, 2026. You
are also entitled to notice of the Meeting and to vote at the Meeting if you held ordinary shares through a bank, broker or other nominee
that is one of our shareholders of record at the close of business on February 17, 2026, or which appear in the participant listing of
a securities depository on that date.
If your shares are registered
directly in your name with Equiniti, you are considered, with respect to those shares, the shareholder of record. In such case, these
proxy materials are being sent directly to you. As the shareholder of record, you have the right to provide your voting proxy directly
to the Chief Financial Officer of our Company (as described under "How You Can Vote" above) or to vote in person at
Revocation of a Proxy
Shareholders may revoke the