Wearable Devices Announces Pricing of $3.3 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Wearable Devices (Nasdaq: WLDS, WLDSW) announced a registered direct offering and concurrent private placement to an existing institutional investor.

The company agreed to sell 1,230,000 ordinary shares at $2.67 per share for gross proceeds of approximately $3.3 million (before fees). In a concurrent private placement, the company will issue unregistered warrants to purchase up to 1,230,000 ordinary shares at an exercise price of $2.67, exercisable upon shareholder approval and expiring five years after such approval. The closing is expected on or about October 31, 2025, subject to customary conditions. The company also agreed to amend existing warrants issued in September 2025 to reduce their exercise prices to $2.67 (affecting up to 1,670,000 shares), subject to shareholder approval. Net proceeds will be used for working capital and general corporate purposes.

Positive

• Registered direct offering of 1,230,000 shares at $2.67
• Gross proceeds of approximately $3.3 million before fees
• Concurrent warrants for up to 1,230,000 shares at $2.67

Negative

• Potential issuance of up to 4,130,000 ordinary shares including registered shares and warrants
• Warrant issuance and amendment are subject to shareholder approval
• Gross proceeds of $3.3 million disclosed before advisory fees and offering expenses

Insights

Capital Markets Strategist

Equity raise and warrant repricing provide modest liquidity but increase near-term dilution and hinge on shareholder approval.

The company, Wearable Devices, is selling 1,230,000 ordinary shares at $2.67 per share for gross proceeds of about $3.3 million and concurrently issuing warrants covering up to 1,230,000 shares with a $2.67 exercise price and five-year term (effective upon shareholder approval). The offering uses an effective Form F-3 registration for the direct sale and a Regulation D exemption for the private warrants; existing warrants issued in September 2025 will be re-priced down to an exercise price of $2.67 if shareholders approve the amendment.

The immediate business effect is incremental working capital from a single institutional investor, but the transaction also increases potential share count via issued shares, concurrent warrants, and amended existing warrants. Key risks include shareholder rejection of the warrant amendment, which would delay or void the economics tied to the repricing and warrant exercisability, and the dilution impact if warrants are exercised. Watch for the closing around Oct. 31, 2025, the shareholder vote timing for warrant approval, and the actual net proceeds after fees; these items will determine whether the capital meaningfully extends the company’s runway or merely addresses near-term obligations.

Yokneam Illit, Israel, Oct. 30, 2025 (GLOBE NEWSWIRE) -- Wearable Devices Ltd. (Nasdaq: WLDS, WLDSW) (the “Company” or “Wearable Devices”), a technology growth company specializing in artificial intelligence (“AI”)-powered touchless sensing wearables, today announced that it has entered into a securities purchase agreement with an existing single institutional investor for the purchase and sale of 1,230,000 ordinary shares (or ordinary share equivalents in lieu thereof) at a purchase price of $2.67 per share in a registered direct offering priced at-the-market under Nasdaq rules. The gross proceeds from the offering are expected to be approximately $3.3 million, before deducting financial advisor fees and other offering expenses. In addition, in a concurrent private placement, Wearable Devices will issue and sell unregistered warrants to purchase up to 1,230,000 ordinary shares. The warrants will have an exercise price of $2.67 per share, will be exercisable immediately upon shareholder approval of the issuance of the warrants is obtained and will expire five years from the date shareholder approval is obtained.

The closing of the offering is expected to occur on or about October 31, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The ordinary shares (or ordinary shares equivalents in lieu thereof) offered to the institutional investor described above are being offered pursuant to a registration statement on Form F-3 (File No. 333-274841), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 18, 2023. The offering is being made only by means of a prospectus supplement and accompanying prospectus that are a part of the effective registration statement. The warrants will be issued in a concurrent private placement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

The private placement of the warrants and the shares underlying the warrants offered to the institutional investor will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement 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.

The Company has also agreed that certain existing warrants issued to the investor in September 2025 to purchase up to an aggregate of 1,670,000 ordinary shares, with exercise prices ranging from $4.00 to $6.00 will be amended such that the warrants will have a reduced exercise price of $2.67 per share. The warrant amendment is subject to shareholder approval, and the warrants shall expire five years from the date shareholder approval is obtained.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other 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. Wearable Devices’ ordinary shares and warrants trade on the Nasdaq Capital Market under the symbols “WLDS” and “WLDSW,” respectively.

Forward Looking Statements

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 discussing the expected closing date of the offering, the use of proceeds, and the satisfaction of customary closing conditions. 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: 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, strategic 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, 2024, filed on March 20, 2025 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 (WLDS) announce on October 30, 2025 about a registered direct offering?

Wearable Devices announced a registered direct offering of 1,230,000 ordinary shares at $2.67 per share, expected to raise about $3.3 million gross.

How many warrants did WLDS agree to issue in the concurrent private placement and at what price?

WLDS will issue unregistered warrants to purchase up to 1,230,000 ordinary shares with an exercise price of $2.67, exercisable upon shareholder approval.

What changes were proposed to existing WLDS warrants issued in September 2025?

The company agreed to amend existing warrants covering up to 1,670,000 ordinary shares to reduce their exercise price to $2.67, subject to shareholder approval.

When is the WLDS offering expected to close and what will the proceeds be used for?

The closing is expected on or about October 31, 2025, and net proceeds are intended for working capital and general corporate purposes.

Will the warrants be exercisable immediately after issuance for WLDS (Nasdaq: WLDS)?

The newly issued warrants will be exercisable immediately upon shareholder approval of their issuance and will expire five years from the approval date.