Wearable Devices (NASDAQ: WLDS) launches $7.4M ATM share program

Rhea-AI Filing Summary

Wearable Devices Ltd. has entered into a Sales Agreement with A.G.P./Alliance Global Partners that allows it to sell, from time to time, up to $7,400,000 of its ordinary shares in an "at the market" offering. These shares will be issued under the company’s existing Form F-3 registration statement and related prospectus documents.

The company expects to use any proceeds from these share sales for working capital and general corporate purposes. It is not required to sell any shares, and the Sales Agent will act only on the company’s instructions while using commercially reasonable efforts to place the stock. A.G.P. will receive a commission equal to 3.0% of the aggregate gross proceeds from each sale, and the company will reimburse certain expenses and provide customary indemnification.

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.

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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).

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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

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FAQ

What did Wearable Devices Ltd. (WLDS) announce in this Form 6-K?

Wearable Devices Ltd. reported that it entered into a Sales Agreement with A.G.P./Alliance Global Partners, allowing it to offer and sell, from time to time, ordinary shares in an at-the-market equity program under its Form F-3 registration statement.

What is the maximum amount of shares Wearable Devices Ltd. (WLDS) can sell under the Sales Agreement?

The company may offer and sell up to $7,400,000 of its ordinary shares, no par value per share, through A.G.P./Alliance Global Partners as Sales Agent.

How will Wearable Devices Ltd. (WLDS) use the proceeds from the at-the-market offering?

The company expects that any proceeds from the sale of ordinary shares under the Sales Agreement will be used for working capital and general corporate purposes.

Is Wearable Devices Ltd. (WLDS) obligated to sell shares under this at-the-market program?

No. The company is not obligated to sell any ordinary shares under the Sales Agreement. Sales will occur only when the company delivers a placement notice and subject to the agreement’s terms and conditions.

What compensation will A.G.P./Alliance Global Partners receive for acting as Sales Agent for WLDS?

A.G.P./Alliance Global Partners will receive a 3.0% commission on the aggregate gross proceeds from each sale of ordinary shares and will be reimbursed for certain specified expenses. The company has also agreed to provide customary indemnification and contribution rights.

Under which registration statement will the Wearable Devices (WLDS) shares be sold?

The ordinary shares will be offered and sold pursuant to the company’s Registration Statement on Form F-3 (File No. 333-274841) and the related base prospectus, as supplemented by a prospectus supplement dated September 25, 2025.