WLDS trims at-the-market program; $3.86M cap with A.G.P.

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

WLDS trims ATM size; capacity aligns with I.B.5 limits.

WLDS reduced its at-the-market program to a maximum aggregate offering price of $3,864,566, down from $7,400,000. This is a primary issuance mechanism permitting incremental share sales into the market through A.G.P. as agent on a best efforts basis.

Compensation is straightforward: a 3.0% commission on gross proceeds. The filing cites prior ATM sales of $1,256,000, and public float under Form F-3 I.B.5 of $54,829,754 as of October 29, 2025. It also discloses $9,870,000 sold over the last 12 months, with remaining I.B.5 capacity of $8,404,757.

Actual issuance will depend on market conditions and WLDS’s utilization choices within these disclosed limits. The Nasdaq last sale price was $2.96 on October 28, 2025.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-274841

AMENDMENT NO. 1 DATED OCTOBER 29, 2025

To Prospectus Supplement dated September 25, 2025

(to Prospectus dated October 18, 2023)

Up to $3,864,566

Ordinary Shares

This Amendment No. 1, or the Amendment, amends and supplements the information in the prospectus, dated October 18, 2023, filed with the Securities and Exchange Commission as a part of our registration statement on Form F-3 (File No. 333-274841), as previously supplemented by our prospectus supplement dated September 25, 2025, or collectively the Prior Prospectus, relating to the offer and sale of up to $7,400,000 of our ordinary shares, no par value, or Ordinary Shares, pursuant to the sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., dated September 25, 2025. This Amendment should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Amendment is not complete without and may only be delivered or utilized in connection with the Prior Prospectus and any future amendments or supplements thereto.

We are filing this Amendment to supplement and amend, as of October 29, 2025, the Prior Prospectus to decrease the maximum aggregate offering price of our Ordinary Shares that may be offered, issued and sold under the Sales Agreement from $7,400,000 to $3,864,566. Accordingly, under the Prior Prospectus as amended by this Amendment, we may now offer and sell Ordinary Shares having a maximum aggregate offering price of up to $3,864,566. 

Sales of our Ordinary Shares, if any, under the Prior Prospectus and this Amendment, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. A.G.P. is not required to sell any specific number or dollar amount of securities but will act as a sales agent on a best efforts basis and will use commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. To date, we have sold an aggregate of $1,256,000 of our Ordinary Shares pursuant to the Sales Agreement.

A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold pursuant to the terms of the Sales Agreement. See “Plan of Distribution” beginning on page S-12 of the Prior Prospectus for additional information regarding the compensation to be paid to A.G.P. In connection with the sale of our Ordinary Shares on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the A.G.P. will be deemed to be underwriting commissions or discounts. We also have agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

Our Ordinary Shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “WLDS”. On October 28, 2025, the last reported sale price of our Ordinary Shares on Nasdaq was $2.96 per Ordinary Share.

The aggregate market value of our Ordinary Shares held by non-affiliates as of October 29, 2025, pursuant to General Instruction I.B.5 of Form F-3 is $54,829,754 which was calculated based on 5,820,568 Ordinary Shares outstanding held by non-affiliates and at a price of $9.42 per Ordinary Share, the closing price of our Ordinary Shares on September 12, 2025. We have sold an aggregate of approximately $9,870,000 of securities, including amounts sold under the Prior Prospectus as reduced by this Amendment, pursuant to General Instruction I.B.5. of Form F-3 during the 12-calendar month calendar period that ends on, and includes, the date of this Amendment and, as a result, the capacity to sell securities under our Form F-3 Registration Statement pursuant to General Instruction I.B.5. is currently $8,404,757. 

Investing in our Ordinary Shares involves risk. See “Risk Factors” beginning on page S-4 of the Prior Prospectus and in the documents incorporated by reference into the Prior Prospectus for a discussion of information that should be considered in connection with an investment in our Ordinary Shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prior Prospectus, this Amendment or the accompanying prospectus. Any representation to the contrary is a criminal offense.

A.G.P.

The date of this prospectus supplement is October 29, 2025.

FAQ

What did WLDS change in its ATM program?

WLDS reduced the maximum aggregate offering price to $3,864,566 from $7,400,000 for sales of ordinary shares under its ATM.

How much has WLDS sold under the Sales Agreement so far?

WLDS has sold $1,256,000 of ordinary shares to date under the ATM Sales Agreement with A.G.P.

What commission will A.G.P. receive on WLDS ATM sales?

A.G.P. is entitled to a 3.0% commission on the gross sales price per share sold.

What is WLDS’s remaining Form F-3 I.B.5 capacity?

The current I.B.5 capacity is disclosed as $8,404,757.

What is WLDS’s public float per I.B.5 as of October 29, 2025?

Aggregate market value of ordinary shares held by non‑affiliates was $54,829,754 as of October 29, 2025.

What is WLDS’s Nasdaq price reference in the amendment?

The last reported sale price was $2.96 per share on October 28, 2025.

What methods may WLDS use to sell shares in this ATM?

Sales may be made as “at the market offerings” under Rule 415 with A.G.P. acting on a best efforts basis.