Wearable Devices Ltd. Announces a Warrant Inducement Transaction for $5.68 Million in Gross Proceeds

Rhea-AI Summary

Wearable Devices (Nasdaq: WLDS, WLDSW) entered a warrant inducement agreement announced Nov 28, 2025, to raise approximate gross proceeds of $5.68 million.

The Investor will immediately exercise Existing Warrants to buy up to 3,322,000 ordinary shares at $1.71 per share. In a private placement, the company will issue new unregistered warrants to purchase up to 5,813,500 ordinary shares at an exercise price of $1.86, exercisable after shareholder approval and expiring five years after the Approval Date. The closing is expected on or about Dec 1, 2025, subject to customary conditions. Net proceeds will fund working capital and general corporate purposes.

Positive

• Gross proceeds of approximately $5.68 million
• Immediate exercise of 3,322,000 Existing Warrants
• New warrants cover 5,813,500 ordinary shares
• New warrant term: 5 years from Approval Date

Negative

• Private placement of New Warrants may cause shareholder dilution
• Net proceeds reduced by undisclosed fees and transaction expenses
• Closing expected Dec 1, 2025 but is subject to conditions
• New Warrants exercisable only after shareholder approval, creating timing uncertainty

Key Figures

Gross proceeds $5.68 million Warrant inducement transaction

Existing Warrants shares 3,322,000 shares Existing Warrants exercised at $1.71

Existing Warrants exercise price $1.71 per share Exercise price for 3,322,000 Ordinary Shares

New Warrants shares 5,813,500 shares New unregistered warrants issued in private placement

New Warrants exercise price $1.86 per share Exercise price for New Warrants

New Warrants term 5 years Expiry after Approval Date

Expected closing date December 1, 2025 Closing of warrant inducement transaction

Section exemption Section 4(a)(2) Securities Act exemption for New Warrants private placement

Market Reality Check

$1.70 Last Close

Volume Volume 315,366 is below the 20-day average of 434,097, suggesting subdued trading interest pre-announcement. normal

Technical Shares at $1.75 are trading below the 200-day MA of $2.27 and far under the $11.40 52-week high.

Peers on Argus 1 Down

Peers showed mixed moves, with notable downside in AXIL at -4.38% while others like FEBO, MSN, and RIME were up or flat, indicating stock-specific rather than broad sector dynamics for WLDS.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 28	Warrant inducement financing	Neutral	+3.8%	Inducement for exercise of 3,322,000 warrants raising $5.68M gross.
Nov 24	AI roadshow update	Positive	+5.3%	China technical roadshow and AI smart glasses interest in Mudra band.
Nov 18	Tech capability update	Positive	+10.5%	Unveiled EMG-based weight estimation on Mudra Link under new patent.
Nov 07	Distribution agreement	Positive	-3.7%	Exclusive South Korea distribution for Mudra devices with minimum targets.
Nov 05	Neural system delivery	Positive	-3.3%	Delivered neural interface system with X-trodes for extreme environments.

Pattern Detected

Recent WLDS news has often produced strong directional moves, with positive commercial/technology updates sometimes selling off, suggesting inconsistent alignment between upbeat headlines and short-term price reactions.

Recent Company History

This announcement adds another capital-structure event to a busy period for WLDS. In November, the company reported a warrant-related financing for $5.68 million gross proceeds alongside multiple product and commercial milestones, including EMG-based weight‑estimation technology, an exclusive South Korea distribution deal, and delivery of a neural interface system with X‑trodes. A China technical roadshow highlighted growing AI smart‑glasses interest. Earlier filings detailed financings, going‑concern risk, and substantial potential dilution. Today’s warrant inducement fits into this pattern of balancing growth initiatives with repeated equity-linked funding.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-27

up to approximately $5.7 million registered capacity

An effective Form F-3 filed on 2025-10-27 covers resale of up to 3,322,000 shares issuable from New Warrants at $1.71. While the company does not receive proceeds from resales, it may receive up to approximately $5.7 million if these warrants are exercised for cash, adding to potential dilution already highlighted in prior filings.

Market Pulse Summary

This announcement outlines a warrant inducement that secures $5.68 million in gross proceeds through immediate exercise of 3,322,000 warrants at $1.71, alongside issuance of 5,813,500 new warrants at $1.86 for five years after shareholder approval. It follows recent financings and an effective Form F‑3 that may add up to approximately $5.7 million upon warrant exercise. Investors may track future equity-linked deals, use of proceeds for working capital, and ongoing dilution from outstanding warrants.

Key Terms

warrant inducement financial

"announced its entry into a warrant inducement agreement with an existing"

Warrant inducement is when a company offers new warrants—options to buy shares at a set price—as a sweetener to persuade investors, lenders, or shareholders to approve a deal or provide financing. Investors should care because these extra warrants can dilute existing ownership if exercised, change the company’s future share supply and potential upside, and alter the risk/reward balance much like giving a coupon that could reduce future prices for original buyers.

private placement financial

"issue to the Investor in a private placement new unregistered warrants"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

unregistered warrants financial

"issue to the Investor in a private placement new unregistered warrants"

Unregistered warrants are instruments that give their holder the right to buy a company's shares at a set price in the future, but they have not been registered with securities regulators for public resale. Because they are limited in who can hold or sell them and often carry resale restrictions, they matter to investors by creating potential future dilution of existing shares and offering a less liquid, higher-risk way to gain exposure compared with registered securities — like a coupon that can only be used or traded under specific conditions.

section 4(a)(2) regulatory

"in reliance on an exemption from registration under Section 4(a)(2) of"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and 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.

AI-generated analysis. Not financial advice.

Yokneam Illit, Israel, Nov. 28, 2025 (GLOBE NEWSWIRE) -- Wearable Devices Ltd. (the “Company” or “Wearable Devices”) (Nasdaq: WLDS, WLDSW), an award-winning pioneer in artificial intelligence (“AI”)-based wearable gesture control technology, today announced its entry into a warrant inducement agreement with an existing institutional investor of the Company (the “Investor”) for the immediate exercise of warrants (the “Existing Warrants”) to purchase up to 3,322,000 ordinary shares, no par value per share, of the Company (the “Ordinary Shares”), at an exercise price of $1.71 per share for gross cash proceeds of approximately $5.68 million, before deducting fees and other transaction expenses. The Company intends to use the net proceeds from the warrant inducement transaction for working capital and other general corporate purposes.

A.G.P./Alliance Global Partners is acting as the exclusive financial advisor in this warrant inducement transaction.

In consideration for the immediate exercise in full of the Existing Warrants for cash, the Company has agreed to issue to the Investor in a private placement new unregistered warrants to purchase up to 5,813,500 Ordinary Shares (the “New Warrants”). The New Warrants will have an exercise price of $1.86 per share, will be initially exercisable on the date that shareholder approval of the issuance of the New Warrants is obtained (the “Approval Date”), and will expire five (5) years following the Approval Date. The closing of the warrant inducement transaction is expected to occur on or about December 1, 2025, subject to satisfaction of customary closing conditions.

The private placement of the New Warrants and the issuance of the Ordinary Shares underlying the New Warrants to the 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 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 does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in this warrant inducement transaction, 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 Ltd.

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 extended reality (“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,” “will” or other comparable terms. For example, we are using forward-looking statements when we discuss the expected closing date of the warrant inducement transaction, including the closing of the private placement, 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 SEC. 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 Wearable Devices (WLDS) raising in the Nov 28, 2025 warrant inducement?

The company expects approximately $5.68 million in gross cash proceeds from immediate exercise of Existing Warrants.

How many shares will the Investor buy immediately under the WLDS transaction?

The Investor will immediately exercise Existing Warrants to purchase up to 3,322,000 ordinary shares at $1.71 per share.

What are the terms of the New Warrants issued to the Investor in the WLDS deal?

New unregistered warrants cover 5,813,500 shares at an exercise price of $1.86, exercisable after shareholder approval and expiring five years later.

When is the WLDS warrant inducement transaction expected to close?

The closing is expected on or about December 1, 2025, subject to customary closing conditions.

How will Wearable Devices use the proceeds from the WLDS warrant inducement?

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

Will the WLDS New Warrants be registered for sale in the U.S.?

No; the New Warrants are being issued in a private placement relying on an exemption from registration under Section 4(a)(2) and Regulation D.