Wearable Devices Announces Pricing of $3.3 Million Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Institutional Investor

Rhea-AI Summary

Wearable Devices (Nasdaq: WLDS) entered a securities purchase agreement with a single institutional investor for 1,000,000 ordinary shares (or equivalents) and warrants to purchase up to 1,000,000 ordinary shares at a combined price of $3.285 per share and warrant in a private placement priced at-the-market under Nasdaq rules and above the last closing price. Gross proceeds are expected to be about $3.3 million before fees. The warrants have a $3.16 exercise price, are exercisable immediately, and expire five years after issuance. Closing is expected on or about August 3, 2026, with proceeds earmarked for Mudra commercialization, next-generation products, AI6 Labs initiatives, potential strategic transactions, and general corporate purposes.

Positive

• $3.3 million expected gross proceeds from private placement
• Pricing at $3.285 per share and warrant, above last closing price
• Single institutional investor participates, potentially stabilizing shareholder base
• Warrants exercisable immediately at $3.16, five-year term
• Proceeds allocated to product commercialization and AI6 Labs initiatives

Negative

• Issuance of 1,000,000 new shares plus 1,000,000 warrant overhang may dilute shareholders
• Net proceeds reduced by placement agent commissions and offering expenses
• Securities initially unregistered, with resale dependent on future SEC registration statement

News Explained

If the expected August 3 closing occurs, the company would receive about $3.3 million gross before fees while issuing 1,000,000 shares and making another 1,000,000 shares issuable under warrants, reducing existing holders’ percentage ownership absent offsetting changes.

Market Context

The stock is down -6.0% following this news. WLDS's AWE USA keynote was followed by a -20.7% 24-hour...

Analysis

The stock is down -6.0% following this news. WLDS's AWE USA keynote was followed by a -20.7% 24-hour move, a historical comparison for this financing announcement. The effective F-3 is a resale registration, while recent insider activity was net selling; these are sourced risk factors.

Key Figures

Ordinary shares offered: 1,000,000 shares Warrants offered: 1,000,000 warrants Purchase price: $3.285 per share and accompanying warrant +4 more

7 metrics

Ordinary shares offered 1,000,000 shares Private placement

Warrants offered 1,000,000 warrants Warrants to purchase ordinary shares

Purchase price $3.285 per share and accompanying warrant Priced at-the-market under Nasdaq rules

Gross proceeds $3.3 million Before placement agent commissions and other offering expenses

Warrant exercise price $3.16 per share Immediately exercisable warrants

Warrant expiration Five years Following the date of issuance

Expected closing date August 3, 2026 Subject to customary closing conditions

Historical Context

5 past events · Latest: Jun 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 23	AI white paper	Positive	+3.9%	White paper positioned neural sensing for AI, AR, robotics, authentication, and payment applications.
Jun 18	Conference keynote	Positive	-20.7%	Founder presented brain-computer interface applications for improving AR and AI interaction.
Jun 17	Reverse stock split	Negative	+5.7%	Company announced a 1-for-3 reverse split intended to address Nasdaq bid-price compliance.
Jun 15	AI platform unveiling	Positive	+26.5%	Company showcased its GenAI-powered interface platform and next-generation Mudra Pro.
Jun 04	Product pre-order	Positive	+6.1%	Company opened enterprise and OEM pre-orders for the Mudra Pro neural-sensing wristband.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent reactions were mixed, with positive product and AI-related announcements producing both strong gains and a sharp decline.

Key Terms

private placement, at-the-market, warrants, regulation d, +1 more

5 terms

private placement financial

"entered into a securities purchase agreement with a single institutional investor"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

at-the-market financial

"private placement, priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

warrants financial

"warrants to purchase up to 1,000,000 ordinary shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

regulation d regulatory

"Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"agreed to file a registration statement with the SEC"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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YOKNEAM ILLIT, ISRAEL, July 31, 2026 (GLOBE NEWSWIRE) -- Wearable Devices Ltd. (Nasdaq: WLDS, WLDSW) ("Wearable Devices" or the "Company"), a technology growth company specializing in AI-powered touchless sensing wearable devices, today announced that it has entered into a securities purchase agreement with a single institutional investor, for the purchase and sale of 1,000,000 ordinary shares (or ordinary share equivalents in lieu thereof) and warrants to purchase up to 1,000,000 ordinary shares at a combined purchase price of $3.285 per share and accompanying warrant in a private placement, priced at-the-market under Nasdaq rules and above the last closing price. The gross proceeds from the offering are expected to be approximately $3.3 million, before deducting placement agent commissions and other offering expenses. The warrants will have an exercise price of $3.16 per share, will be exercisable immediately upon issuance, and will expire five years following the date of issuance.

The closing of the offering is expected to occur on or about August 3, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the offering for the continued commercialization of its Mudra products, development and manufacturing of its next-generation product lines, advancement of its AI6 Labs initiatives, including in the Physical AI and Robotics vertical, potential strategic transactions, and for working capital and other general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the ordinary shares and ordinary shares underlying common warrants sold in the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Wearable Devices

Wearable Devices Ltd. (Nasdaq: WLDS, WLDSW) is a growth company pioneering human-computer interaction through its AI-powered neural input touchless technology. Leveraging proprietary sensors, software, and advanced AI algorithms, the Company's consumer products - the Mudra Band and Mudra Link - are defining the neural input category both for wrist-worn devices and for brain-computer interfaces. These products enable touch-free, intuitive control of digital devices using gestures across multiple operating systems.

Operating through a dual-channel model of direct-to-consumer sales and enterprise licensing and collaborations, Wearable Devices empowers consumers with stylish, functional wearables for enhanced experiences in gaming, productivity, and XR. In the business sector, the Company provides enterprise partners with advanced input solutions for immersive and interactive environments, from augmented reality/virtual reality/XR to smart environments. By setting the standard for neural input in the XR ecosystem, Wearable Devices is shaping the future of seamless, natural user experiences across some of the world's fastest-growing tech markets. The newly launched ai6 Labs ecosystem accelerates this vision by integrating research, products, and AI breakthroughs. Wearable Devices' ordinary shares and warrants trade on the Nasdaq Capital Market under the symbols "WLDS" and "WLDSW," respectively.

Forward-Looking Statements Disclaimer

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "should," "could," "seek," "intend," "plan," "goal," "estimate," "anticipate" or other comparable terms. For example, we are using forward-looking statements when we discuss our expected closing date and the intended use of proceeds, and the expected gross proceeds from the offering. All statements other than statements of historical facts included in this press release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: market conditions, our ability to close the transaction when anticipated, the trading of our ordinary shares or warrants and the development of a liquid trading market; our ability to successfully market our products and services; the acceptance of our products and services by customers; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our success establishing and maintaining collaborative alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations; and the other risks and uncertainties described in our annual report on Form 20-F for the year ended December 31, 2025, filed on March 12, 2026 and our other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations Contact:

Michal Efraty
IR@wearabledevices.co.il

FAQ

What did Wearable Devices (NASDAQ: WLDS) announce in its July 31, 2026 private placement?

Wearable Devices announced a private placement of 1,000,000 ordinary shares and 1,000,000 warrants, expected to raise about $3.3 million in gross proceeds. According to Wearable Devices, the deal is priced at-the-market under Nasdaq rules and above the last closing price.

What are the pricing terms of the Wearable Devices (WLDS) July 2026 private placement?

The private placement is priced at a combined $3.285 per share and accompanying warrant, with warrants exercisable at $3.16 per share. According to Wearable Devices, the pricing is at-the-market under Nasdaq rules and above the stock’s last closing price.

How many shares and warrants are issued in the Wearable Devices (WLDS) private placement?

Wearable Devices agreed to issue 1,000,000 ordinary shares (or equivalents) and warrants for up to 1,000,000 ordinary shares. According to Wearable Devices, each share is sold with an accompanying warrant, creating potential future dilution if all warrants are exercised.

When is the closing date for the Wearable Devices (WLDS) $3.3 million offering?

The closing of the offering is expected on or about August 3, 2026, subject to customary conditions. According to Wearable Devices, completion depends on satisfying standard closing requirements typical for private placement transactions under U.S. securities laws.

How will Wearable Devices (WLDS) use proceeds from the July 2026 private placement?

Wearable Devices plans to use net proceeds to commercialize its Mudra products, develop next-generation lines, and advance AI6 Labs initiatives. According to Wearable Devices, funds may also support potential strategic transactions, working capital, and other general corporate purposes.

Are the securities in the Wearable Devices (WLDS) private placement registered with the SEC?

The securities are initially unregistered, offered under exemptions from Securities Act registration. According to Wearable Devices, the company agreed to file an SEC registration statement covering resale of the ordinary shares and shares underlying the warrants sold in the offering.

Who acted as placement agent for the Wearable Devices (WLDS) July 2026 private placement?

A.G.P./Alliance Global Partners acted as sole placement agent for the private placement. According to Wearable Devices, gross proceeds of approximately $3.3 million are before deducting placement agent commissions and other offering-related expenses payable by the company.