[6-K] Wearable Devices Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Wearable Devices Ltd. (WLDS) reported results of its Annual and Special General Meeting. The meeting on October 24, 2025 was initially adjourned for lack of quorum at 11:00 a.m. (Israel time) but reconvened at 12:00 p.m., where a quorum was present. Shareholders approved Proposal Nos. 1 through 10 by the applicable required majority, as outlined in the September 19, 2025 proxy materials.

Key approvals: an amended and restated Compensation Policy covering new definitions, changes to advance notice and retirement terms, adjustments to grants, inclusion of a non‑compete period, revised special bonus terms, and updated acceleration events for unvested equity awards. Shareholders also approved an increase in authorized share capital by 450,000,000 ordinary shares, bringing total authorized ordinary shares to 500,000,000, and amended the Articles of Association accordingly, effective immediately after approval.

Insights

Corporate governance and capital structure analyst

All proposals passed; authorized share capacity expanded.

The company’s shareholders approved all meeting proposals on October 24, 2025, including an amendment to the Articles that increases authorized ordinary shares to 500,000,000. This action expands the company’s capacity to issue equity in the future, subject to any subsequent approvals and market conditions.

The amended Compensation Policy formalizes governance around notice periods, retirement and adjustment grants, non‑compete terms, special bonuses, and acceleration triggers for unvested equity. These updates set clearer parameters for executive pay and potential equity vesting.

While the approvals are enabling steps, actual impact will depend on future board actions and any subsequent issuances or grants disclosed in later filings.

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

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

Results of Annual and Special General Meeting of Shareholders

On October 24, 2025, Wearable Devices Ltd. (the “Company”) convened its Annual and Special General Meeting of Shareholders (the “Meeting”).

The Meeting was initially adjourned due to there not being a required quorum present to open and conduct it at the initial time of 11:00 a.m. (Israel time). However, the adjourned Meeting was eventually held at 12:00 p.m. (Israel time). At the adjourned Meeting, a quorum was present and the shareholders of the Company voted upon and approved, by the applicable required majority Proposal Nos. 1 through 10, as were proposed and described in the Company’s Notice and Proxy Statement for the Meeting, which were included as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on September 19, 2025.

Amended and Restated Compensation Policy

At the Meeting, among other items, the Company’s shareholders approved an amendment and restatement of the current Compensation Policy for the Company’s executive officers and directors (the “Compensation Policy”). The amendments to the Compensation Policy relate to, among other things: (1) the addition of certain definitions to the Compensation Policy; (2) changes to the advance notice period for an office holder; (3) changes to the retirement terms of an office holder and adjustment grants; (4) revisions to the additional adjustment grant based on certain determined criteria; (5) inclusion of a non-compete period for an office holder; (6) revisions to the terms for entitlement to a special bonus; and (7) revisions to the events which may entitle office holders to acceleration of any unvested equity-based compensation. 

The foregoing description of the Compensation Policy is qualified in its entirety by reference to the Amended and Restated Compensation Policy filed as Exhibit 99.1 hereto and incorporated herein by reference.

Amended and Restated Articles of Association

At the Meeting, among other items, the Company’s shareholders approved an increase to the Company’s authorized share capital by 450,000,000 ordinary shares, no par value per share, and the amendment of the Company’s Amended and Restated Articles of Association (the “Articles”) to reflect the same. Accordingly, the authorized share capital of the Company consists of 500,000,000 ordinary shares. The amendment to the Articles became effective at the Meeting immediately after shareholders’ approval.

The foregoing description of the Articles is qualified in its entirety by reference to the Amended and Restated Articles of Association filed as Exhibit 99.2 hereto and incorporated herein by reference.

This Report of Foreign Private Issuer on Form 6-K (this “Report”), including its exhibits, 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 SEC, 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
99.1		Amended and Restated Compensation Policy for the Company’s Executive Officers and Directors.
99.2		Amended and Restates Articles of Association of the Company, as amended.

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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: October 24, 2025	By:	/s/ Asher Dahan
		Asher Dahan
		Chief Executive Officer

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FAQ

What did WLDS shareholders approve at the October 24, 2025 meeting?

They approved Proposal Nos. 1–10 by the applicable required majority, including an amended Compensation Policy and amendments to the Articles of Association.

How many authorized ordinary shares does Wearable Devices (WLDS) now have?

The authorized share capital consists of 500,000,000 ordinary shares.

By how much did WLDS increase its authorized share capital?

Shareholders approved an increase of 450,000,000 ordinary shares.

When did the amendments to the Articles of Association become effective?

They became effective at the Meeting immediately after shareholders’ approval.

What governance changes were included in the amended Compensation Policy?

Changes include added definitions, revised advance notice and retirement terms, adjustments to grants, a non‑compete period, special bonus terms, and updated acceleration events for unvested equity.

Was there a quorum at the initial meeting time?

No. The meeting was adjourned due to no quorum at 11:00 a.m. and reconvened at 12:00 p.m., when a quorum was present.