Wearable Devices Announces Pricing of $4 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Wearable Devices (NASDAQ:WLDS), an AI-powered touchless sensing wearables company, has announced a $4 million registered direct offering priced at-the-market under Nasdaq rules. The company will sell 1,000,000 ordinary shares at $4.00 per share to a single institutional investor.

In a concurrent private placement, the company will issue unregistered warrants to purchase up to 1,000,000 ordinary shares with an exercise price of $4.00 per share, exercisable immediately and expiring in five years. The offering is expected to close around September 12, 2025. Proceeds will be used for working capital and general corporate purposes.

Positive

• Secured $4 million in new funding through share offering
• Additional potential funding through warrant exercise could bring another $4 million
• Single institutional investor participation indicates institutional interest

Negative

• Share offering will cause immediate dilution to existing shareholders
• Offering price at market level suggests limited premium valuation
• Additional potential dilution from 1 million warrant shares

Insights

Financial Analyst

Wearable Devices raised $4M through stock offering at $4/share with matching warrants, diluting shareholders while securing working capital.

Wearable Devices has secured $4 million in new financing through a registered direct offering priced at-the-market. The deal structure involves selling 1,000,000 ordinary shares at $4.00 per share to a single institutional investor. Additionally, the company is issuing unregistered warrants to purchase up to 1,000,000 additional shares at the same $4.00 exercise price in a concurrent private placement.

This financing represents a meaningful capital injection for a company focusing on AI-powered touchless sensing wearables. The warrants have a five-year exercise term and are immediately exercisable, potentially providing another $4 million if fully exercised in the future. The company states the proceeds will be used for "working capital and general corporate purposes," which suggests operational funding rather than specific strategic initiatives.

From a financial perspective, this transaction will increase the company's cash position but comes with potential dilution for existing shareholders. The at-the-market pricing indicates the offering is at current market value rather than at a premium, while the warrant structure creates potential for additional future dilution. This financing method through a single institutional investor suggests the company may have faced challenges in raising capital through broader market offerings. The choice of a registered direct offering typically indicates a need for faster access to capital compared to traditional follow-on offerings.

Yokne’am Illit, Israel, Sept. 11, 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 a single institutional investor for the purchase and sale of 1,000,000 ordinary shares (or ordinary share equivalents in lieu thereof) at a purchase price of $4.00 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 $4 million, before deducting placement agent commissions and other offering expenses. In addition, in a concurrent private placement, Wearable Devices will issue and sell unregistered warrants to purchase up to 1,000,000 ordinary shares. The warrants will have an exercise price of $4.00 per share, will be exercisable immediately upon issuance and will expire five years following the initial exercise date. The closing of the offering is expected to occur on or about September 12, 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 which 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.

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 is the size and price of Wearable Devices (WLDS) latest offering in September 2025?

Wearable Devices is offering 1,000,000 ordinary shares at $4.00 per share, totaling $4 million in a registered direct offering.

How will WLDS use the proceeds from its $4 million offering?

The company plans to use the net proceeds for working capital and general corporate purposes.

What are the terms of the warrants issued in WLDS concurrent private placement?

The warrants have an exercise price of $4.00 per share, are exercisable immediately, and will expire five years after the initial exercise date.

When will Wearable Devices (WLDS) offering close?

The offering is expected to close on or about September 12, 2025, subject to customary closing conditions.

How many new shares could be issued through WLDS offering and warrants?

A total of 2 million potential new shares could be issued - 1 million from the direct offering and 1 million from warrant exercises.