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Wearable Devices (Nasdaq: WLDS) $3.3M private placement blocked pending court order

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Wearable Devices Ltd. agreed on July 31, 2026 to a private placement with a single institutional investor for 240,000 ordinary shares at $3.285 per share and pre-funded warrants for up to 760,000 ordinary shares at $3.2849, together with ordinary warrants to purchase up to 1,000,000 ordinary shares at an exercise price of $3.16, for expected gross proceeds of approximately $3.3 million. The securities are unregistered and rely on Section 4(a)(2) and/or Regulation D, with a resale registration statement to be filed within 30 days and pursued to effectiveness.

The company plans to use net proceeds for commercialization of its Mudra products, development and manufacturing of next-generation product lines, advancement of its AI6 Labs initiatives, potential strategic transactions, and working capital and other general corporate purposes. A.G.P./Alliance Global Partners is exclusive placement agent, entitled to a 7% cash fee, a 1% management fee and expense reimbursement up to $50,000. The agreements impose near-term restrictions on new equity issuances, variable-rate transactions for six months, and 30‑day lock-ups for directors and executive officers.

An interim ex parte order from the Economic Department of the Haifa District Court temporarily prohibits advancing the offering and making any change to the company’s capital structure. A hearing is scheduled for August 12, 2026, and the transaction cannot be completed while the order remains in effect, with no assurance as to outcome or timing.

Positive

  • None.

Negative

  • Interim court order blocks the $3.3 million private placement and capital changes, preventing completion of the planned financing while the order remains in effect and creating uncertainty around the timing and availability of these funds.

Filing Explained

The filing explains that the 760,000 pre-funded warrants were used instead of ordinary shares because issuing those shares would have exceeded the investor’s 9.99% ownership limit. They are immediately exercisable at $0.0001 per share, subject to that limit, so this portion describes a conversion mechanism rather than completed issuance of the underlying shares.

Ordinary shares sold 240,000 shares Ordinary shares at $3.285 each in the July 31, 2026 private placement agreement
Pre-funded warrants 760,000 shares Pre-funded warrants to acquire up to 760,000 ordinary shares at $3.2849 purchase price
Ordinary warrants coverage 1,000,000 shares Ordinary warrants exercisable at $3.16 per share, expiring five years after issuance
Gross proceeds $3.3 million Expected gross proceeds from the private placement before fees and expenses
Placement agent fee 7.0% Cash fee equal to 7.0% of aggregate gross proceeds payable to A.G.P.
Management fee 1.0% Additional management fee based on aggregate gross proceeds payable to A.G.P.
Beneficial ownership cap 9.99% Pre-funded warrants used so purchaser does not exceed 9.99% beneficial ownership
Expense reimbursement cap $50,000 Maximum legal and other expenses reimbursable to the placement agent at closing
Pre-Funded Warrants financial
"pre-funded warrants to acquire up to 760,000 Ordinary Shares (the “Pre-Funded Warrants”)"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Ordinary Warrants financial
"accompanying ordinary warrants to acquire an aggregate of up to 1,000,000 Ordinary Shares"
A warrant that gives its holder the right to buy ordinary shares (common stock) at a fixed price for a set period. Think of it as a coupon that lets an investor purchase a share later at a predetermined price; if the market price rises above that price the coupon is valuable, otherwise it may expire worthless. Investors care because exercising warrants can amplify gains but also dilute existing shareholders by increasing the number of shares outstanding.
Resale Registration Statement regulatory
"file a resale registration statement (the “Resale Registration Statement”) as soon as practicable"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
Variable Rate Transaction financial
"prohibited from ... any issuance ... involving a Variable Rate Transaction (as defined in the Purchase Agreement)"
lock-up agreements financial
"directors and executive officers entered into lock-up agreements with the Placement Agent"
A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.
at-the-market offering program financial
"sales pursuant to the Company’s at-the-market offering program ... may be made starting 30 days"
An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What is Wearable Devices (WLDS) raising in this private placement?
Wearable Devices agreed to sell 240,000 ordinary shares and pre-funded warrants for up to 760,000 shares, plus ordinary warrants for up to 1,000,000 shares, for expected gross proceeds of approximately $3.3 million in a private placement.

How does the Haifa court order affect Wearable Devices (WLDS) financing?
An interim ex parte order from the Haifa District Court temporarily prohibits advancing the offering and changing the capital structure. The company cannot complete the $3.3 million placement while the order is in effect, with a hearing set for August 12, 2026.

What are the key terms of the warrants in the Wearable Devices (WLDS) deal?
Pre-funded warrants allow purchase of up to 760,000 shares at an exercise price of $0.0001 per share, exercisable immediately until fully exercised. Ordinary warrants cover up to 1,000,000 shares at $3.16 per share and expire five years after issuance.

How will Wearable Devices (WLDS) use the proceeds if the offering closes?
If completed, net proceeds are intended for commercializing Mudra products, developing next-generation product lines, advancing AI6 Labs initiatives in Physical AI and robotics, potential strategic transactions, and general working capital and corporate purposes.

What issuance and lock-up restrictions apply to Wearable Devices (WLDS)?
From signing until 30 days after the resale registration becomes effective, the company faces restrictions on new share or equivalent issuances. Directors and executive officers agreed to 30‑day lock-ups after closing, and variable-rate transactions are barred for six months absent purchaser waiver.

What registration obligations arise from the Wearable Devices (WLDS) private placement?
The company must file a resale registration statement covering shares issuable from the pre-funded and ordinary warrants within 30 days of the purchase agreement and use commercially reasonable efforts to make it effective within 30 or 60 days, depending on SEC review.

 

 

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 August 2026 (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 July 31, 2026, 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 private placement by the Company directly to the Purchaser (the “Offering”): 240,000 of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), at a purchase price of $3.285; (ii) pre-funded warrants to acquire up to 760,000 Ordinary Shares (the “Pre-Funded Warrants”), at a purchase price of $3.2849, together with accompanying ordinary warrants to acquire an aggregate of up to 1,000,000 Ordinary Shares (the “Ordinary Warrants”) at an exercise price of $3.16 per Ordinary Share.

 

The Purchase Agreement also 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.

 

The Company agreed to sell to the Purchaser the Pre-Funded Warrants in lieu of Ordinary Shares, as the Purchaser’s purchase of Ordinary Shares in the 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 Offering. Each Pre-Funded Warrant would represent the right to purchase one Ordinary Share at an exercise price of $0.0001 per share. The Pre-Funded Warrants would be 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 Ordinary Warrants would have an exercise price of $3.16 per Ordinary Share, be exercisable immediately upon issuance, and expire five years following the date of issuance.

 

The Ordinary Shares, Pre-Funded Warrants, Ordinary Warrants and the Ordinary Shares issuable upon the exercise of the Pre-Funded Warrants and the Ordinary Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being 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 resale registration statement (the “Resale Registration Statement”) as soon as practicable (and in any event within 30 calendar days of the date of the Purchase Agreement), to register the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and Warrants and to use commercially reasonable efforts to cause such registration statement to become effective within 30 days, or within 60 days of the filing of the registration statement in the event the Securities and Exchange (the “Commission”) elects to review such registration statement, and to keep such registration statement effective as provided in the Purchase Agreement.

 

The gross proceeds from the Offering are expected to be approximately $3.3 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the Offering for the continued commercialization of its Mudra products, development and manufacturing of its next-generation product lines, advancement of its AI6 Labs initiatives, including in the Physical AI and Robotics vertical, potential strategic transactions and working capital and other general corporate purposes.

 

Initially, the closing of the Offering was expected to occur on or about August 3, 2026, subject to the satisfaction of customary closing conditions. However, as further described in the Company’s Report of Foreign Private Issuer on Form 6-K, furnished to the Commission on August 4, 2026, pursuant to an interim ex parte order (the “Order”) from the Economic Department of the Haifa District Court (the “Court”), the Company is temporarily prohibited from (i) taking any action to advance the Offering and (ii) taking any action, directly or indirectly, to effect any change in the Company’s capital structure. The Company requested to vacate the Order and accordingly the Court set a hearing on August 12, 2026. Therefore, unless the Order is lifted, vacated or modified, the Company will not be able to complete the Offering while the Order remains in effect. There can be no assurance regarding the outcome or timing of the proceedings or whether or when the Offering will be completed.

 

On July 31, 2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”), pursuant to which the Company engaged A.G.P. as the exclusive placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds from the sale of the securities sold in this Offering. In addition, the Placement Agent shall also be entitled to a management fee of 1.0%. The Company agreed to reimburse the Placement Agent at closing for legal and other expenses incurred by them in connection with the offering in an amount not to exceed $50,000.

 

Pursuant to the Purchase Agreement and the Placement Agency Agreement, and subject to certain exceptions, from the date of the Purchase Agreement until 30 days following the effective date of the Resale Registration Statement, neither the Company nor any of its subsidiaries may, without the prior written consent of the Placement Agent, (i) offer, pledge, sell, contract to sell or otherwise dispose of any Ordinary Shares or Ordinary Share Equivalents (as defined in the Purchase Agreement), (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares or Ordinary Share Equivalents (other than the Resale Registration Statement contemplated by the Purchase Agreement, any registration statement on Form S-8, and amendments to existing registration statements), or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether any such transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, the foregoing restrictions shall not apply to certain exempt issuances as set forth in the Purchase Agreement, including an exception that sales pursuant to the Company’s at-the-market offering program previously entered into with the Placement Agent may be made starting 30 days following the effective date of the Resale Registration Statement.

 

1

 

In addition, unless waived by the Purchaser, from the date of the Purchase Agreement until six months following the closing date, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Ordinary Shares or Ordinary Share Equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement).

 

In connection with the Offering, the Company’s directors and executive officers entered into lock-up agreements with the Placement Agent, pursuant to which they agreed not to, directly or indirectly, offer, sell or otherwise transfer any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares for a period of 30 days following the date of closing of the Offering, subject to customary exceptions.

 

The foregoing summaries of the Purchase Agreement, the Placement Agency Agreement, the Ordinary Warrants, and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 10.2, 4.1, and 4.2, 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 Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Institutional Investor” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

 

This Report of Foreign Private Issuer on Form 6-K (this “Report”) 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.

 

This Report is incorporated by reference into the registration statements on Form S-8 (File Nos. 333-291857, 333-290148, 333-284010, 333-269869 333-274343 and 333-293968) and on Form F-3 (File No. 333-274841, 333-291100 and 333-295793) 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. 

 

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 potential lifting, vacation or modification of the Order, whether or when the Offering may be completed and the use of proceeds. 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 Offering is subject to closing conditions, which may not occur when expected or at all. Further, 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, 2025, filed with the Commission on March 12, 2026, 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.

 

2

 

EXHIBIT INDEX

 

Exhibit No.   Description
4.1   Form of Ordinary Warrant.
4.2   Form of Pre-Funded Warrant.
10.1   Form of Securities Purchase Agreement, dated as of July 31, 2026, by and between the Company and the purchaser party thereto.
10.2   Placement Agency Agreement, dated as of July 31, 2026, by and between the Company and A.G.P./Alliance Global Partners.
99.1   Press Release issued by Wearable Devices Ltd., dated July 31, 2026, titled “Wearable Devices Announces Pricing of $3.3 Million Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Institutional Investor.”

 

3

 

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: August 5, 2026 By:  /s/ Asher Dahan
    Asher Dahan
    Chief Executive Officer

 

4

 

Exhibit 99.1

 

 

Wearable Devices Announces Pricing of $3.3 Million Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Institutional Investor

 

YOKNEAM ILLIT, ISRAEL, July 31, 2026 (GLOBE NEWSWIRE) -- Wearable Devices Ltd. (Nasdaq: WLDS, WLDSW) (“Wearable Devices” or the “Company”), a technology growth company specializing in AI-powered touchless sensing wearable devices, today announced that it has entered into a securities purchase agreement with a single institutional investor, for the purchase and sale of 1,000,000 ordinary shares (or ordinary share equivalents in lieu thereof) and warrants to purchase up to 1,000,000 ordinary shares at a combined purchase price of $3.285 per share and accompanying warrant in a private placement, priced at-the-market under Nasdaq rules and above the last closing price. The gross proceeds from the offering are expected to be approximately $3.3 million, before deducting placement agent commissions and other offering expenses. The warrants will have an exercise price of $3.16 per share, will be exercisable immediately upon issuance, and will expire five years following the date of issuance.

 

The closing of the offering is expected to occur on or about August 3, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the offering for the continued commercialization of its Mudra products, development and manufacturing of its next-generation product lines, advancement of its AI6 Labs initiatives, including in the Physical AI and Robotics vertical, potential strategic transactions, and for working capital and other general corporate purposes.

 

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

 

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the ordinary shares and ordinary shares underlying common warrants sold in the offering.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities 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.

 

About Wearable Devices

 

Wearable Devices Ltd. (Nasdaq: WLDS, WLDSW) is a growth company pioneering human-computer interaction through its AI-powered neural input touchless technology. Leveraging proprietary sensors, software, and advanced AI algorithms, the Company’s consumer products - the Mudra Band and Mudra Link - are defining the neural input category both for wrist-worn devices and for brain-computer interfaces. These products enable touch-free, intuitive control of digital devices using gestures across multiple operating systems.

 

Operating through a dual-channel model of direct-to-consumer sales and enterprise licensing and collaborations, Wearable Devices empowers consumers with stylish, functional wearables for enhanced experiences in gaming, productivity, and XR. In the business sector, the Company provides enterprise partners with advanced input solutions for immersive and interactive environments, from augmented reality/virtual reality/XR to smart environments. By setting the standard for neural input in the XR ecosystem, Wearable Devices is shaping the future of seamless, natural user experiences across some of the world’s fastest-growing tech markets. The newly launched ai6 Labs ecosystem accelerates this vision by integrating research, products, and AI breakthroughs. Wearable Devices’ ordinary shares and warrants trade on the Nasdaq Capital Market under the symbols “WLDS” and “WLDSW,” respectively.

 

 

Forward-Looking Statements Disclaimer

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. For example, we are using forward-looking statements when we discuss our expected closing date and the intended use of proceeds, and the expected gross proceeds from the offering. All statements other than statements of historical facts included in this press release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our 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 our control. Our 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, among others, the following: market conditions, our ability to close the transaction when anticipated, the trading of our ordinary shares or warrants and the development of a liquid trading market; our ability to successfully market our products and services; the acceptance of our products and services by customers; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our success establishing and maintaining collaborative alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations; and the other risks and uncertainties described in our annual report on Form 20-F for the year ended December 31, 2025, filed on March 12, 2026 and our other filings with the Securities and Exchange Commission. We undertake 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.

 

Investor Relations Contact:

 

Michal Efraty

IR@wearabledevices.co.il

 

 

Source: View Original Filing on SEC EDGAR

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