Exhibit 99.3

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the followingselected financial data and discussion of our operating and financial condition and prospects in conjunction with the financial statementsand the notes thereto included elsewhere in this 6-K. Our financial statements are prepared in in conformity with United States of America,or U.S. GAAP. Unless otherwise indicated or the context otherwise requires, all references herein to the terms “NeuroSense,”“NeuroSense Therapeutics,” the “Company,” “we,” “us” and “our” refer to NeuroSenseTherapeutics Ltd. The term “NIS” refers to New Israeli Shekels, the lawful currency of the State of Israel, and the terms“dollar” or “$” refer to U.S. dollars, the lawful currency of the United States. Unless derived from our financialstatements or otherwise indicated, U.S. dollar translations of NIS amounts presented in this exhibit are translated using the rate ofNIS 3.372 to $1.00, based on the representative exchange rate reported by the Bank of Israel on June 30, 2025.

Forward Looking Statements

This exhibit contains forward-lookingstatements concerning among other things, our ongoing and planned product development and clinical trials; the timing of, and our abilityto make, regulatory filings and obtain and maintain regulatory approvals for our product candidates; our ability to enter into and maintainstrategic collaborations, our intellectual property position; our results of operations, cash needs; financial condition, liquidity, prospects,growth and strategies; the industry in which we operate; and the trends that may affect the industry or us. Many of the forward-lookingstatements contained in this exhibit can be identified by the use of forward-looking words such as “anticipate,” “believe,”“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”“potential,” “should,” “target,” “would” and other similar expressions that are predictionsof or indicate future events and future trends, although not all forward-looking statements contain these identifying words.

Forward-looking statementsare based on our management’s beliefs and assumptions and on information currently available to our management. Such statementsare subject to substantial risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-lookingstatements due to a variety of factors, including, but not limited to, those identified under the section titled “Risk Factors”in our Annual Report on Form 20-F, filed with the SEC on April 7, 2025, or the Annual Report, and our other filings with the SEC fromtime to time. These risks and uncertainties include factors relating to:

The preceding list is notintended to be an exhaustive list of all of our risks and uncertainties. As a result of these factors, we cannot assure you that the forward-lookingstatements in this exhibit will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracymay be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statementsas a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, orat all.

In addition, statements that“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based uponinformation available to us as of the date of the 6-K that accompanies this exhibit, and while we believe such information forms a reasonablebasis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we haveconducted an exhaustive inquiry into, or review of, all relevant information.

The forward-looking statementsand opinions contained in this exhibit are based upon information available to us as of the date of the 6-K that accompanies this exhibitand, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, andour statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially availablerelevant information. The forward-looking statements contained in this exhibit speak only as of the date of the 6-K that accompanies thisexhibit, and unless otherwise required by law, we do not undertake any obligation to update them in light of new information or futuredevelopments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflectthe occurrence of unanticipated events.

You should read this exhibit,and the documents that we reference herein, completely and with the understanding that our actual future results may be materially differentfrom what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Overview

We are a clinical-stage biotechnologycompany focused on discovering and developing treatments for people living with neurodegenerative diseases, including ALS AD and PD. Webelieve these diseases represent some of the most significant unmet medical needs of our time, with limited effective therapeutic optionsavailable. The burden of these diseases on both patients and society is substantial. For example, the average annual cost of ALS aloneis $180,000 per patient, and its estimated annual burden on the U.S. healthcare system is greater than $1 billion. Due to thecomplexity of neurodegenerative diseases, our strategy is utilizing a combined therapeutic approach to target multiple disease-relatedpathways.

Our lead therapeutic candidate,PrimeC, is a novel extended-release oral formulation, fixed-dose combination of two FDA-approved drugs, ciprofloxacin and celecoxib. PrimeCis designed to treat ALS by modulating microRNA synthesis, iron accumulation, and neuroinflammation, all of which are hallmarks of ALSpathology. The U.S. Food and Drug Administration, or the FDA and the European Medicines Agency, or the EMA have granted PrimeC orphandrug designation for the treatment of ALS. In addition, the EMA has granted PrimeC the Small and Medium-Sized Enterprise, or SME,status, which offers significant potential benefits leading up to and following drug regulatory approval. We believe PrimeC’s multifunctionalmechanism of action has the potential to significantly prolong lifespan and improve ALS patients’ quality of life, thereby reducingthe burden of this debilitating disease on both patients and healthcare systems.

PrimeC was evaluated in PARADIGM,a Phase 2b randomized, multi-center, multinational, prospective, double-blind, placebo-controlled study, to evaluate safety, tolerability,and efficacy of PrimeC in 68 people living with ALS. Participants were being administered PrimeC or placebo at a 2:1 ratio, respectively,for the six-month double-blind part. Study participants were allowed to continue standard of care treatment of approved products. Theprimary endpoints of the study are an evaluation of ALS-biomarkers as well as safety and tolerability assessment. Secondary and exploratoryendpoints are the evaluation of clinical efficacy (ALS Functional Rating Scale — Revised, or ALSFRS-R, and slow vitalcapacity), survival, and improvement in quality of life. All subjects who completed the six-month double-blind, placebo-controlled dosingperiod had the opportunity to be transferred to the PrimeC active arm for a 12-month open label extension. The study completed enrollmentin May 2023, enrolling 69 participants, in which 68 are living with ALS and one participant who was misdiagnosed for ALS and wasexcluded from the evaluations. Four ALS clinical centers participated in the study in three territories: Israel, Italy, and Canada. InDecember 2023, we reported that we met the primary safety and tolerability endpoints and achieved secondary clinical efficacy endpointsin the top-line results of our 6-month double-blind phase of PARADIGM. In May 2024, we announced new positive data analysis from PARADIGMclinical trial demonstrating statistically significant slowing of disease progression in high-risk ALS patients. In July 2024, we announcedresults from the 12-month analysis of the PARADIGM clinical trial which showed a significant improvement in the rate of decline of ALSFunctional Rating Scale-Revised (ALSFRS-R) scores and survival rates for subjects who received PrimeC from the start of the trial comparedto those who started on placebo. In August 2024, we announced positive 12-month biomarker data from the PARADIGM clinical trial, whichshowed a significant decrease in ferritin levels and a corresponding increase in transferrin levels, both indicating alleviation of thepathology. In October 2024, we completed the full 18-month dosing in PARADIGM, and in December 2024, we announced results from the 18-monthanalysis of the PARADIGM clinical trial which showed statistically significant positive results from the 18-month data analysis of thePARADIGM study, evaluating the efficacy of PrimeC in the treatment of ALS. In February 2025, we announced additional findings from an18-month analysis of the PARADIGM clinical trial showing improvements in two additional endpoints, complication-free survival (analysiswhich includes death from any cause or respiratory insufficiency or hospitalization due to ALS-related complications) and Slow VitalCapacity (SVC), measuring respiratory function.

Following the FDA’srecommendation for additional non-clinical data to support long term use of Ciprofloxacin (as PrimeC is intended for long-term administrationin treating ALS) a long-term tox study was initiated.

InSeptember 2024, we announced the successful completion of the in-life phase of the study, as we move towards the initiation of a Phase3 study in the U.S.

InDecember 2024, we concluded a productive Type C meeting with the FDA. The purpose of the meeting was to discuss the design of a proposedPhase 3 clinical study and the plan for submission of an eventual 505(b)(2) marketing application. In light of the FDA’s feedback,we plan to submit a final protocol to the FDA during the second half of 2025 and approach the EMA, with the aim of commencing enrollmentof the pivotal Phase 3 study in the second half of 2025, which would include approximately 300 patients divided by a ratio of 2:1, PrimeCto placebo. The Phase 3 study is expected to be a randomized, multi-center, multinational, prospective, double-blind, placebo-controlledstudy, with an open label extension (OLE), to evaluate the efficacy and safety of PrimeC in people living with ALS. Following 12 monthsof treatment, it is expected that all participants will transition to PrimeC for a 12-month open label extension.

InDecember 2024, we entered into a binding term sheet with a leading global pharmaceutical company to advance the development and commercializationof PrimeC, in certain key territories. We retain full rights to PrimeC in other key territories. The binding term sheet outlinessubstantial financial terms from the pharmaceutical company, including: (i) a substantial upfront payment upon signing a definitive agreement,(ii) funding for the Phase 3 clinical trial, (iii) regulatory and net sales milestone payments, and (iv) a tiered royalty structure reachingdouble-digit percentage on annual net sales. The pharmaceutical company would have an exclusive license to distribute, market, promote,sell and develop PrimeC for ALS in certain key markets, and non-exclusive rights for research and manufacturing for PrimeC for ALS, subjectto terms and conditions in the definitive agreement. The pharmaceutical company would have an exclusive license to distribute, market,promote, sell and develop PrimeC for ALS in certain key markets, and non-exclusive rights for research and manufacturing forPrimeC for ALS, subject to terms and conditions in the definitive agreement. The closing of this transaction is subject to a definitiveagreement. While both parties are communicating to find solutions to the remaining open matters, there can be no assurance as to the timingof, or whether, such an agreement will ultimately be executed, and if executed, what would be the final terms of such an agreement.

PrimeC was previously evaluatedin a Phase IIa clinical trial, or NST002, in 15 people living with ALS, conducted at the Tel Aviv Sourasky Medical Center, Israel.The primary endpoint of the NST002 trial, which was safety and tolerability, was met. In this trial, the safety profile observed was consistentwith known safety profiles of ciprofloxacin and celecoxib. Side effects were mild and transient in nature. There were no new or unexpectedsafety signals detected during the trial.

Additionally, we observedpositive clinical signals in comparison to virtual controls, and a serum biomarker analysis showed significant changes following treatment,indicating biological activity of the drug in comparison to untreated matched ALS patients. All 12 patients who completed the NST002 trialelected to continue into an extension study with PrimeC, that was conducted as an Investigator Initiated Study. To date, we are stillsupporting the drug supply for a few of the participants in this study, which is over than 40 months since NST002 was initiated.

We completed three additionalstudies in 2022 as part of our drug development program to further support our future regulatory submissions. In April 2022, we initiateda pharmacokinetic, or PK, study, or NCT05232461, of PrimeC. The PK open-label, randomized, single-dose, three-treatment, three-periodcrossover study evaluated the effect of food on the bioavailability of PrimeC as compared to the bioavailability of co-administered ciprofloxacintablets and celecoxib capsules in adult subjects in the U.S. under an FDA cleared IND protocol.

In August 2022, we completedenrollment and dosing of all subjects in a multi-dose PK study, or NCT05436678. On September 28, 2022, we released the results ofthe NCT05436678 study. Based on results, we believe the PK profile of PrimeC supports the formulation’s extended-release properties,as the concentrations of the active components have been synchronized, aiming to potentially maximize the synergism between the two compounds.In June 2022, we reported the successful completion of the “in-life” phase of its 90-day GLP toxicology study. In thisstudy, the components of PrimeC, celecoxib and ciprofloxacin, were administered to rodents at doses 4x the maximal clinical dose. Allanimals appeared normal, with no significant findings observed. We intend to present the data from these studies to the FDA as part ofPrimeC’s drug development plan.

We believe we have a strongpatent estate, including patents on method of use, combination, and formulation. We have secured U.S. Patent 10,980,780 relating to methodsfor treatment of ALS using ciprofloxacin and celecoxib, the components of PrimeC, which expires in 2038. Equivalent patents also havebeen issued in the European Patent Office, Canada, Australia, Israel and Japan. The patent estate also includes US Patent 12,097,185,which relates to Prime C formulations. This patent will expire in December 2042. Equivalent applications are pending in many jurisdictionsworldwide. We also expect to take advantage of orphan drug exclusivity for PrimeC, if approved, for seven years in the United States andten years in the European Union. In addition, U.S. patent application 16/623,467, which relates to methods of treatment of neurodegenerativedisease using combinations of ciprofloxacin and celecoxib, is currently pending. This patent application, once granted, is expected toexpire on June 20, 2038.

Our organization is builtaround a management team with extensive experience in the pharmaceutical industry, with a particular focus on ALS research and clinicaltrials. We believe that our leadership team is well-positioned to lead us through clinical development, regulatory approval and commercializationof our product candidates. Furthermore, we maintain steadfast and extensive communication and collaboration with patient advocacy groupsand associations, underscoring the importance of patient perspectives in advancing therapeutic strategies.

In addition to PrimeC, weextended our pipeline and conducted research and development efforts for AD and PD, with a similar strategy of combined products. Thefollowing chart represents our current product development pipeline:

We have incurred operatinglosses in each year since our inception. We incurred net losses of $4.71 million and $6.26 million for the six months ended June30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $41.37 million. We expect to incur significantexpenses and operating losses for the foreseeable future as we advance our product candidates from formulation development through preclinicaldevelopment and clinical trials, seek regulatory approval and pursue commercialization of any approved product candidate. In addition,we expect that our expenses will increase substantially in connection with our ongoing activities as we:

Operating Results

Revenue

We have not recognized anyrevenue to date and we do not expect to generate revenue from the sale of products in the near future.

Operating Expenses

Our current operating expensesconsist primarily of research and development as well as general and administrative expenses.

Research and Development Expenses

Research and developmentexpenses consist primarily of:

Expenses on research activitiesis recognized in profit or loss when incurred. Development expenditures, including patent registration costs, are capitalized only ifdevelopment costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefitsare probable, and we intend to and have sufficient resources to complete development and to use or sell the asset. As of June 30, 2025,no development expenditures have met the recognition criteria and thus we have expensed all of our development expenditures as incurred.

We are currently focusedon advancing our product candidates, and our future research and development expenses will depend on their clinical success. Researchand development expenses will continue to be significant and will increase over at least the next several years as we continue to developour product candidates and conduct preclinical studies and clinical trials of our product candidates.

We do not believe that itis possible at this time to accurately project total expenses required for us to reach commercialization of our product candidates. Dueto the inherently unpredictable nature of preclinical and clinical development, we are unable to estimate with certainty the costs wewill incur and the timelines that will be required in the continued development and approval of our product candidates. Clinical and preclinicaldevelopment timelines, the probability of success and development costs can differ materially from expectations. See “Risk Factors—RisksRelated to Our Business and Strategy” in our Annual Report. In addition, we cannot forecast which product candidates may besubject to future collaborations, if and when such arrangements will be entered into, if at all, and to what degree such arrangementswould affect our development plans and capital requirements.

General and Administrative Expenses

General and administrativeexpenses consist primarily of personnel costs, including share-based compensation, related to directors, executive, finance, and humanresource functions, insurance costs, facility costs and external professional service costs, including legal, accounting, marketing andaudit services and other consulting fees.

We anticipate that our generaland administrative expenses will increase in the future as we increase our administrative headcount and infrastructure to support ourcontinued research and development programs and the potential approval and commercialization of our product candidates. We also anticipatethat we will incur increased expenses related to audit, legal, regulatory and tax-related services associated with maintaining compliancewith Nasdaq and SEC requirements, director and officer insurance premiums, director compensation, and other costs associated with beinga public company.

In addition, if any of ourproduct candidates receives regulatory approval and if we determine to invest in building a commercial infrastructure to support the marketingof our products, we expect to incur greater expenses.

Financing income (Expenses), net

Our net financing expenses(income), net consist primarily of fair value revaluation of warrants, issuance costs, interest income on deposits, interest expenseson lease liability and differences in the exchange rate between NIS and the U.S. Dollar.

Income Taxes

We have yet to generate taxableincome in Israel, as we have historically incurred operating losses resulting in carry forward tax losses totaling approximately $24.7million as of June 30, 2025. We anticipate that we will continue to generate tax losses for the foreseeable future and that we will beable to carry forward these tax losses indefinitely to future taxable years. Accordingly, we do not expect to pay taxes in Israel untilwe have taxable income after the full utilization of our carry forward tax losses.

Results of Operations

Our results of operationsfor the six months ended June 30, 2025 and 2024 were as follows:

Research and Development Expenses

The following table describesthe breakdown of our research and development expenses for the indicated periods:

Our research and developmentexpenses for the six months ended June 30, 2025 and 2024 were $2,503 thousand and $3,733 thousand, respectively. The decrease of $1,230thousand, or 32.9%, was mainly attributed to the decrease in clinical activity.

General and Administrative Expenses

The following table describesthe breakdown of our general and administrative expenses for the indicated periods:

Our general and administrativeexpenses for the six months ended June 30, 2025 and 2024 were $2,189 thousand and $2,291 thousand, respectively. The decrease of $102thousand, or 4.4%, is considered immaterial.

Financing Expenses, net

Our financing expenses, netfor the six months ended June 30, 2025 and 2024, were $17 thousand and $237 thousand, respectively. The decrease of $220 thousand, or92.8%, was mainly attributed to change in fair value revaluation expenses.

Liquidity and Capital Resources

Overview

Since our inception, we haveincurred losses and negative cash flows from our operations. For the six months ended June 30, 2025, we incurred a net loss of $4.71 millionwhile net cash of $4.0 million was used in our operating activities. As of June 30, 2025, we had a negative working capital of $0.64 million,and an accumulated deficit of $41.37 million. As of June 30, 2025, our cash totaled approximately $0.66 million. 

Our financial statementshave been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilitiesin the ordinary course of business, and our financial status creates a doubt whether we will continue as a going concern. Our future operationsare dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operationsat an indeterminate time in the future. There can be no assurances that we will be successful in completing an equity or debt financingor in achieving or maintaining profitability. The financial statements do not give effect to any adjustments relating to the carryingvalues and classification of assets and liabilities that would be necessary should we be unable to continue as a going concern.

Through June 30, 2025, wehave financed our operations primarily through our initial public offering, public and private offerings of our equity securities, proceedsfrom the exercise of warrants and options, and crowd funding of equity securities. Total gross invested capital as of June 30, 2025 wasapproximately $37.2 million, which included ordinary shares, SAFE agreements, options and warrants to purchase ordinary shares.

Cash flows

The following table summarizesour statement of cash flows for the six months ended June 30, 2025 and 2024:

Net cash used in operating activities

Net cash used in operatingactivities was $4,000 thousand and $5,750 thousand for the six months ended June 30, 2025 and 2024, respectively. The decrease of $1,750thousand was mainly attributable to decrease in our net loss for the period.

Net cash provided by (used in) investing activities

Net cash provided by (usedin) investing activities was $(13) thousand and $1 thousand for the six months ended June 30, 2025 and 2024, respectively. The decreaseof $14 thousand was mainly attributed to change in restricted deposit and purchase of property and equipment.

Net cash provided by financing activities

Net cash provided by financingactivities was $1,301 thousand and $4,317 thousand for the six months ended June 30, 2025 and 2024, respectively. The decrease of $3,016thousand was mainly attributed to lower proceeds from issuance of shares.

Funding Requirements

Since our inception, almostall of our resources have been dedicated to the preclinical and clinical development of our lead product candidate, PrimeC. As of June30, 2025, we had cash of $0.66 million.

Our present and future fundingrequirements will depend on many factors, including, among other things:

For more information as tothe risks associated with our future funding needs, see “Risk Factors — Our financial statements include a going concernreference. We will require substantial additional financing to achieve our goals, and a failure to obtain this capital when neededand on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development, commercialization effortsor other operations.” in our Annual Report. 

Contractual Obligations and Commitments

As of June 30, 2025, we didnot have any material contractual obligation and commitments, except for lease agreements with respect to offices. In December 2021, weentered into an office space lease agreement in Herzilya, Israel (which commenced on January 1, 2022). Monthly rent payments includingutilities amount to approximately $7 thousand and are indexed to CPI. The lease period was for 24 months with an option to extend thelease period for additional two periods of 24 months each. We exercised the first period option, and we expect to exercise the secondoption for an additional lease period.

Off-Balance Sheet Arrangements

We did not have during theperiods presented, and we do not currently have, any off-balance sheet arrangements that have or are reasonably likely to have a currentor future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

10