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 October 2025 (Report No. 2)
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
On
October 29, 2025, Wearable Devices Ltd. (the “Company”) entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Company
agreed to issue and sell, in a registered direct offering by the Company directly to the Purchaser (the “Registered Direct
Offering”): (i) 655,000 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), at
an offering price of $2.67 per share, together with an accompanying Ordinary Warrant (as defined below); and (ii) pre-funded warrants to acquire up to 575,000 Ordinary Shares (the “Pre-Funded
Warrants”) at an offering price of $2.6699 per Pre-Funded Warrant, together with an accompanying Ordinary Warrant.
The Pre-Funded Warrants were
sold to the Purchaser, whose purchase of Ordinary Shares in the Registered Direct Offering would otherwise have resulted in the Purchaser,
together with its affiliates and certain related parties, beneficially owning more than 9.99% of the outstanding share capital of the
Company following the consummation of the Registered Direct Offering. Each Pre-Funded Warrant represents the right to purchase one Ordinary
Share at an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time
until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described above).
The Purchase Agreement contains
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company, other obligations of the parties, and termination provisions.
In addition, unless
waived by the Purchaser, the Company agreed that for a period of sixty (60) days from the closing date of the Registered Direct
Offering, it will not: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary
Shares or equivalent securities; or (ii) file any registration statement or amendment or supplement thereto, other than (a) the
Prospectus Supplement (as defined below), (b) registration statement on Form S-8, (c) the resale registration statement to be filed
pursuant to the Company’s obligations under the Securities Purchase Agreement dated September 11, 2025, and the Securities
Purchase agreement dated September 12, 2025 (d) any amendment to, or a new filing of, a registration statement on Form F-3,
including for the purposes of selling Ordinary Shares in the ATM Facility (as the term is defined in the Purchase Agreement), (e)
any amendment or supplement to any registration statement that the Company currently has on file on EDGAR and which has been
declared effective prior to the date of the Purchase Agreement or (f) in connection with the registration for resale of the ordinary
shares underlying the Ordinary Warrants issued in the concurrent private placement, as described below). In addition, unless waived
by the Purchaser, the Company agreed that it will not conduct any sales of Ordinary Shares or equivalent securities involving a
variable rate transaction (as defined in the Purchase Agreement) for a period of sixty (60) days, subject
to certain exceptions as described in the Purchase Agreement.
The Ordinary Shares and Pre-Funded
Warrants were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-274841) (the “Registration Statement”),
previously filed and declared effective by the Securities and Exchange Commission (the “Commission”) on October 18, 2023,
the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated October 29, 2025 (the “Prospectus
Supplement”).
In a concurrent private placement
(together with the Registered Direct Offering, the “Offering”), pursuant to the Purchase Agreement, the Company agreed to
issue and sell to the Purchaser ordinary warrants to acquire up to 1,230,000 Ordinary Shares (the “Ordinary Warrants” and,
together with the Ordinary Shares and the Pre-Funded Warrants, the “Securities”) at an exercise price of $2.67 per share.
The Ordinary Warrants will be exercisable immediately upon shareholder approval of the issuance of the Ordinary Warrants is obtained and
will expire five years from the date shareholder approval is obtained. The Ordinary Warrants and the Ordinary Shares issuable upon the
exercise of the Ordinary Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”),
were not offered pursuant to the Registration Statement and Prospectus Supplement and were offered pursuant to the exemption provided
in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. The Purchase Agreement requires the Company to
file a registration statement on Form F-3 (or any other available form), as soon as practicable (and in any event within 15 calendar days
of the date of the shareholder approval), to register the Ordinary Shares issuable upon exercise of the Ordinary Warrants and to use commercially
reasonable efforts to cause such registration statement to become effective within 60 days, or within 90 days of the filing of the registration
statement in the event of a full review by the Commission, with a limited extension of the effectiveness date to take into account the current shutdown of certain departments and agencies of the
U.S. government, and to keep such registration statement effective as provided in the Purchase
Agreement.
In connection with the Offering,
the Company also entered into an agreement to amend existing warrants (the “Warrant Amendment Agreement”) that were previously
issued in September 2025 to the investor participating in the Offering. Such existing warrants originally entitled the investor to purchase
up to (i) 1,000,000 ordinary shares of the Company, with an exercise price of $4.00 per share and up to (ii) 670,000 ordinary shares of
the Company, with an exercise price of $6.00 per share. Such existing warrants have been amended to reduce the exercise price to $2.67
per share. The warrant amendment is also subject to shareholder approval, and the warrants shall expire five years from the date shareholder
approval is obtained.
The foregoing summaries of
the Purchase Agreement, the Ordinary Warrants, the Pre-Funded Warrants, and the Warrant Amendment Agreement do not purport to be complete
and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 4.1, 4.2, and 4.3, respectively, hereto
and incorporated by reference herein. A copy of the press release related to the Offering entitled “Wearable Devices Announces Pricing
of $3.3 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules” is furnished
as Exhibit 99.1 hereto and is incorporated by reference herein.
This Report of Foreign Private
Issuer on Form 6-K (this “Form 6-K”) shall not constitute an offer to sell any securities or a solicitation of an offer to
buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Copies of the opinions of
Sullivan & Worcester Tel Aviv (Har-Even & Co.) and Sullivan & Worcester LLP relating to the legality of the issuance and sale
of the Ordinary Shares and the Pre-Funded Warrants, respectively, are filed as Exhibits 5.1 and 5.2 hereto, respectively.
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. 333-274841,333-287247
and 333-291100) of the Company, filed with the 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.
Forward-Looking Statements:
This Report contains forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and
other federal securities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Offering
and issuance of warrants that are subject to shareholder approvals. The Offering is subject to closing conditions and the Company’s
shareholders may not approve the warrants that require shareholder approval. All statements other than statements of historical facts
included in this Report are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future
performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of
its 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 the Company’s control. The Company’s 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 the risks and uncertainties described in the Company’s annual report on Form 20-F for the
year ended December 31, 2024, filed with the Commission on March 20, 2025, and the Company’s other filings with the Commission.
The Company undertakes 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.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Ordinary Warrant. |
| 4.2 |
|
Form of Pre-Funded Warrant. |
| 4.3 |
|
Form of Warrant Amendment Agreement |
| 5.1 |
|
Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.) |
| 5.2 |
|
Opinion of Sullivan & Worcester LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of October 29, 2025, by and between the Company and the purchaser party thereto. |
| 23.1 |
|
Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1). |
| 23.2 |
|
Consent of Sullivan & Worcester LLP (included in Exhibit 5.2). |
| 99.1 |
|
Press Release issued by Wearable Devices Ltd., dated October 30, 2025, titled “Wearable Devices Announces Pricing of $3.3 Million Registered Direct Offering and Concurrent Private Placement Priced At-the-Market Under Nasdaq Rules.” |
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: October 31, 2025 |
By: |
/s/ Asher Dahan |
| |
|
Asher Dahan |
| |
|
Chief Executive Officer |
