Wearable Devices Ltd. SEC Filings

Wearable Devices Ltd. (WLDS) launched a registered direct offering of 655,000 Ordinary Shares and Pre-Funded Warrants to purchase up to 575,000 shares. The Pre-Funded Warrants carry a $0.0001 exercise price and a 9.99% beneficial ownership cap. The combined purchase price is $2.67 per share and $2.6699 per pre-funded unit.

The company estimates net proceeds of approximately $2.9 million for working capital and general corporate purposes. A.G.P./Alliance Global Partners is acting as financial advisor; the fee table shows $3,284,042 in gross offering price, $262,723 in advisor fees, and $3,021,319 in proceeds before expenses.

In a concurrent private placement (not part of this prospectus), the same investor will receive 1,230,000 unregistered Warrants exercisable at $2.67 per share, effective upon shareholder approval, expiring five years after approval. Ordinary Shares outstanding were 5,960,770 as of October 29, 2025; Ordinary Shares to be outstanding after this offering are 6,615,770.

Wearable Devices Ltd. (WLDS) entered a Securities Purchase Agreement for a registered direct offering to a single institutional investor, selling 655,000 ordinary shares at $2.67 per share and pre‑funded warrants for up to 575,000 shares at $2.6699 each, each with an accompanying ordinary warrant.

The Pre‑Funded Warrants are exercisable immediately at $0.0001 per share and include a 9.99% beneficial ownership cap. In a concurrent private placement, the Company will issue ordinary warrants for up to 1,230,000 shares with a $2.67 exercise price, exercisable upon shareholder approval and expiring five years after approval. The transaction uses an effective Form F‑3 and an October 29, 2025 prospectus supplement.

The Company agreed to 60‑day restrictions on additional issuances and variable‑rate transactions, subject to specified exceptions. Existing September 2025 investor warrants for 1,000,000 shares at $4.00 and 670,000 shares at $6.00 will have their exercise prices reduced to $2.67, subject to shareholder approval, and will expire five years after approval.

Wearable Devices (WLDS) amended its ATM program to $3,864,566 of ordinary shares under its Form F-3 with A.G.P., decreasing the prior $7,400,000 limit. Sales, if any, may be made as “at the market offerings” under Rule 415, with A.G.P. acting on a best efforts basis.

The company has sold $1,256,000 to date under the Sales Agreement. A.G.P. will receive a 3.0% commission on gross sales, and will be deemed an underwriter; indemnification applies as customary. WLDS shares trade on Nasdaq at $2.96 per share as of October 28, 2025. The aggregate market value of ordinary shares held by non‑affiliates was $54,829,754 as of October 29, 2025 under Form F‑3 I.B.5, and the company notes it has sold approximately $9,870,000 of securities in the past 12 months, leaving current I.B.5 capacity of $8,404,757.

Wearable Devices Ltd. (WLDS) filed a Form F-3 preliminary prospectus for the resale of up to 3,322,000 Ordinary Shares by the selling shareholder. These shares are issuable upon exercise of 3,322,000 immediately exercisable New Warrants that expire five years from issuance.

The company will not receive proceeds from any share resales. It may receive up to approximately $5.7 million in cash if the New Warrants are exercised in full for cash at an exercise price of $1.71 per share. As context, shares outstanding were 5,889,873 as of October 24, 2025, and would be 9,211,873 if all New Warrants are exercised for cash. The selling-holder table shows, including Armistice Capital 3,322,000.

The prospectus notes a beneficial ownership limitation of 4.99% (or 9.99% if elected) on certain warrants and highlights potential dilution risks from warrant exercises and future issuances.

Wearable Devices Ltd. (WLDS) reported results of its Annual and Special General Meeting. The meeting on October 24, 2025 was initially adjourned for lack of quorum at 11:00 a.m. (Israel time) but reconvened at 12:00 p.m., where a quorum was present. Shareholders approved Proposal Nos. 1 through 10 by the applicable required majority, as outlined in the September 19, 2025 proxy materials.

Key approvals: an amended and restated Compensation Policy covering new definitions, changes to advance notice and retirement terms, adjustments to grants, inclusion of a non‑compete period, revised special bonus terms, and updated acceleration events for unvested equity awards. Shareholders also approved an increase in authorized share capital by 450,000,000 ordinary shares, bringing total authorized ordinary shares to 500,000,000, and amended the Articles of Association accordingly, effective immediately after approval.

Wearable Devices Ltd. prospectus supplement discloses financing and capitalization details and highlights material risks. The company reported an explanatory paragraph in its interim financial statements expressing substantial doubt about its ability to continue as a going concern. The document lists multiple classes of potentially dilutive securities, including options, warrants, pre-funded warrants, RSUs and reserved shares, with explicit counts such as 3,322,000 Ordinary Shares subject to shareholder approval for warrants, 564,059 RSUs outstanding, 98,589 IPO warrants, and additional warrants exercisable at $4.00 and $6.00 for 1,000,000 and 670,000 shares respectively. A pro forma capitalization table shows total shareholders' equity increasing to $20,104 on a pro forma basis after recent issuances described, and the assumed offering price used for illustrative pro forma calculations is $5.37 per share. The supplement also outlines permitted offering and distribution methods, material terms for warrants and units, and estimated offering expenses including $15,000 legal fees and $3,000 accounting fees.

Wearable Devices Ltd. filed a Form D for a new, non-public securities offering under Rule 506(b) seeking up to $4,020,000 in gross proceeds, with $0 sold to date and 4,020,000 remaining to be sold. The issuer is an Israeli corporation headquartered in Yokne'am Illit and reports being organized over five years ago. The filing names key executives including Asher Dahan (CEO and Chairman) who signed the notice, and other officers and directors. The offering lists one investor so far, specifies a $0 minimum investment, reports $0 in sales commissions and finders' fees, and states no proceeds will be paid to named insiders.