UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of September 2025 (Report No. 6)
Commission File Number: 001-41502
WEARABLE
DEVICES Ltd.
(Translation of registrant’s name into English)
5 Ha-Tnufa Street
Yokne-am Illit, Israel 2066736
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
CONTENTS
Execution of Sales Agreement
On September 25, 2025, Wearable Devices Ltd.,
or the Company, entered into a Sales Agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or the Sales Agent, pursuant
to which the Company may offer and sell, from time to time, through the Sales Agent, up to $7,400,000 of the Company’s ordinary
shares, no par value per share. The ordinary shares will be offered and sold pursuant to the Company’s Registration Statement on Form F-3 (File No. 333-274841), or the Registration Statement, and the related base prospectus included in the Registration Statement,
as supplemented by the prospectus supplement to the Registration Statement dated September 25, 2025.
The Company expects that any
proceeds from the sale of Ordinary Shares under the Sales Agreement for working capital and general corporate purposes.
The Company is not obligated
to sell any ordinary shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will
use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal law, rules
and regulations and the rules of The Nasdaq Capital Market to sell ordinary shares from time to time based upon the Company’s instructions,
including any price, time or size limits specified by the Company. Upon delivery of a placement notice to the Sales Agent, and subject
to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may
sell the ordinary shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4)
promulgated under the Securities Act of 1933, as amended. The Sales Agent’s obligations to sell ordinary shares under the Sales
Agreement are subject to satisfaction of certain conditions, and other customary closing conditions. The Company will pay the Sales Agent
a commission equal to 3.0% of the aggregate gross proceeds from each sale of ordinary shares and has agreed to provide the Sales Agent
with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agent for certain specified
expenses.
The foregoing summary of the
Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached
as Exhibit 10.1 to this Report and is incorporated herein by reference.
A copy of the opinion of Sullivan
& Worcester Tel Aviv (Har-Even & Co.) relating to the legality of the issuance and sale of the ordinary shares is filed herewith
as Exhibit 5.1.
This Report of Foreign Private
Issuer on Form 6-K, or this Report, shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the
ordinary shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
This Report is incorporated
by reference into the registration statements on Form S-8 (File Nos. 333-290148,
333-284010, 333-269869
and 333-274343) and on Form F-3
(File Nos. 333-274841 and 333-287247)
of the Company, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted,
to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.) |
| 10.1 |
|
Sales
Agreement by and between Wearable Devices Ltd. and A.G.P./Alliance Global Partners, dated September 25, 2025. |
| 23.1 |
|
Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Wearable Devices Ltd. |
| |
|
|
| Date: September 25, 2025 |
By: |
/s/ Asher Dahan |
| |
|
Asher Dahan |
| |
|
Chief Executive Officer |
