[D] Wearable Devices Ltd. SEC Filing

Rhea-AI Filing Summary

Wearable Devices Ltd. filed a Form D for a new, non-public securities offering under Rule 506(b) seeking up to $4,020,000 in gross proceeds, with $0 sold to date and 4,020,000 remaining to be sold. The issuer is an Israeli corporation headquartered in Yokne'am Illit and reports being organized over five years ago. The filing names key executives including Asher Dahan (CEO and Chairman) who signed the notice, and other officers and directors. The offering lists one investor so far, specifies a $0 minimum investment, reports $0 in sales commissions and finders' fees, and states no proceeds will be paid to named insiders.

Positive

• Clear offering amount disclosed: maximum of $4,020,000 in gross proceeds.
• Regulation D exemption used: offering claimed under Rule 506(b), enabling private placement to accredited investors without general solicitation.
• Low selling costs reported: sales commissions and finders' fees reported as $0.
• Leadership transparency: executive officers and directors named, and CEO Asher Dahan signed the filing.

Negative

• No proceeds raised yet: $0 sold to date and the full amount remains unsold.
• Very limited investor participation so far: only 1 investor listed.
• No detailed allocation of proceeds disclosed: beyond stating no payments to named insiders, use of funds by category is not provided in this form.

Insights

Securities/Capital Markets Analyst

TL;DR: Small private raise announced under Rule 506(b) for up to $4.02M; no sales yet and limited investor participation.

The Form D documents a Regulation D private placement using Rule 506(b), which permits accredited investor placement without general solicitation. The filing explicitly shows a maximum offering size of $4,020,000 with zero dollars sold so far and a single investor recorded. Sales compensation is reported as zero, which implies reliance on internal placement efforts or a separate registered dealer in the concurrent registered offering referenced. For capital-raising analysis, the filing signals preliminary funding intent but no cash inflows from this instrument yet.

Corporate Governance Expert

TL;DR: Leadership and governance are disclosed; CEO signed the notice and no insider payments are planned from this offering.

The Form D lists the company's executive officers and directors by name and role, improving transparency about who is responsible for the offering. The form states $0 of gross proceeds will be used for payments to named executives, directors, or promoters, which removes an immediate conflict concern for this raise. The filing does not disclose detailed use-of-proceeds allocations beyond that statement, so governance oversight of how funds will be deployed will depend on subsequent disclosures or investor materials not included here.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001887673

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Wearable Devices Ltd.

Jurisdiction of Incorporation/Organization

ISRAEL

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Wearable Devices Ltd.
Street Address 1		Street Address 2
5 HA-TNUFA ST.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
YOKNE'AM ILLIT	ISRAEL	2066736	97246185670

3. Related Persons

Last Name	First Name	Middle Name
Dahan	Asher
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
YOKNE'AM ILLIT	ISRAEL	2066736

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Chairman of the Board of Directors

Last Name	First Name	Middle Name
Mualem	Alon
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Fleisher	Tamar
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

Last Name	First Name	Middle Name
Wagner	Guy
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
YOKNE'AM ILLIT	ISRAEL	2066736

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Scientific Officer, President, and Director

Last Name	First Name	Middle Name
Langer	Leeor
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Technology Officer

Last Name	First Name	Middle Name
Barel	Shmuel
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Marketing Officer

Last Name	First Name	Middle Name
Remez	Offir
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President of Business Development

Last Name	First Name	Middle Name
Bachar	Eli
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldman	Yaacov
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lurie	Ilana	Lurie
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-12				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
A.G.P./Alliance Global Partners	000008361
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
590 Madison Avenue	28th Floor
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10020
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$4,020,000	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$4,020,000	USD	or Indefinite

Clarification of Response (if Necessary):

The total offering amount reflects the total gross proceeds to be received by the company assuming cash exercise of all warrants. The amount does not include the total gross proceeds received by the company in the concurrent registered direct offering.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Wearable Devices Ltd.	/s/ Asher Dahan	Asher Dahan	Chief Executive Officer	2025-09-17

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount is Wearable Devices Ltd. (WLDS) seeking in this Form D filing?

The filing seeks up to $4,020,000 in gross proceeds from the offering.

How much has Wearable Devices Ltd. sold so far in this offering?

$0 has been sold to date; the filing reports the total remaining to be sold is $4,020,000.

Under which exemption is WLDS conducting the offering?

The offering is claimed under Rule 506(b) of Regulation D.

Who signed the Form D for Wearable Devices Ltd.?

Asher Dahan, Chief Executive Officer, signed the notice on behalf of the issuer on the filing.

Will any proceeds be paid to executives or directors from this offering?

No; the filing states $0 of the gross proceeds will be used for payments to the named executive officers, directors, or promoters.