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 July 2026
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
Receipt of Shareholder Demand
On July 27, 2026, Wearable
Devices Ltd. (the “Company”) received a letter from J.B.D Innovation Ltd. and Victor Tshuva & Co. – Law Offices
(collectively, the “Proposing Shareholders”), pursuant to which the Proposing Shareholders demanded that the Company’s
board of directors (the “Board”) convene a special general meeting of shareholders pursuant to the Israeli Companies Law,
5759-1999, applicable regulations thereunder and the Company’s amended and restated articles of association.
The Proposing Shareholders
state that they collectively hold approximately 24.8% of the Company’s voting rights. The proposals included in the demand seek,
among other things, to amend certain provisions of the Company’s amended and restated articles of association relating to the election
and removal of directors, remove four of the Company’s five current directors, elect four nominees designated by the Proposing Shareholders
and approve compensation, indemnification and insurance arrangements for such nominees.
The demand also requests that,
pending the special general meeting, the Company refrain from taking certain actions outside the ordinary course of business, including
certain financing and strategic transactions.
The Board, together with its
legal advisors, is reviewing the demand and the Company will respond and take such actions as it determines are appropriate in accordance
with applicable law and the Company’s amended and restated articles of association. There can be no assurance as to the outcome
or timing of this matter.
Risk Factors Update
The Company hereby supplements
its risk factor disclosure by adding the following risk factor:
Shareholder activism,
demands for shareholder meetings and potential proxy contests could materially and adversely affect our business, financial condition
and the market price of our ordinary shares.
We may be subject to campaigns
by activist shareholders, including the campaign initiated by J.B.D Innovation Ltd. and Victor Tshuva & Co. – Law Offices. On
July 27, 2026, these shareholders delivered a demand that we convene a special general meeting of shareholders to consider, among other
matters, amendments to our amended and restated articles of association, the removal of four of the five current members of our Board
of Directors and the election of four nominees designated by the proposing shareholders. There can be no assurance as to the validity,
timing or outcome of the demand, any resulting shareholder meeting or vote, or any related proceedings.
Responding to activist shareholder
demands or a proxy contest may require significant time and attention from our Board of Directors and management, diverting their attention
from the operation of our business and the execution of our strategic plans. Such activities may also result in significant legal, advisory,
proxy-solicitation and other costs and may divert financial resources that could otherwise be used in our business.
Activist campaigns may create
uncertainty regarding our future direction, strategy and leadership. This uncertainty could adversely affect our relationships with employees,
customers, suppliers, strategic partners and other business counterparties and could make it more difficult for us to attract and retain
qualified personnel. The public nature of an activist campaign may also increase volatility in the market price of our ordinary shares
and adversely affect our ability to raise capital on favorable terms, or at all.
If the proposing shareholders
are successful in removing a substantial majority of our current directors and electing their nominees, the resulting change in the composition
of our Board of Directors could lead to changes in our business strategy, capital-allocation priorities or management and could disrupt
ongoing operations and initiatives. There can be no assurance that any newly elected directors would support our existing strategy or
possess the experience or institutional knowledge necessary to oversee our business effectively.
The demand may also result
in litigation or other disputes concerning the interpretation of applicable Israeli law, our amended and restated articles of association,
the validity of the demand or the conduct and outcome of any shareholder meeting. Any such proceedings could result in additional expense,
management distraction and uncertainty regarding our governance and strategic direction.
We cannot predict the outcome
of the proposing shareholders’ demand or the effect of any resulting shareholder meeting, proxy contest, litigation or change in
the composition of our Board of Directors. Any of these matters, individually or in the aggregate, could have a material adverse effect
on our business, financial condition, results of operations and the market price of our ordinary shares.
This
Report of Foreign Private Issuer on Form 6-K 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.
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.
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Wearable Devices Ltd. |
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| Date: July 27, 2026 |
By: |
/s/ Asher Dahan |
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Asher Dahan |
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Chief Executive Officer |
