Wearable Devices ends resale registration for 2025 warrants

Wearable Devices Ltd. ends a prior resale registration and deregisters any remaining unsold warrant-related shares after the selling shareholder completed sales.

Rhea-AI Filing Summary

Wearable Devices Ltd. (WLDS) is filing Post-Effective Amendment No. 2 to its Form F-1 to terminate a prior resale registration and deregister any remaining unsold ordinary shares, if any. The original registration covered the resale of up to 111,111 ordinary shares issuable upon exercise of September 12, 2025 warrants and up to 74,444 ordinary shares issuable upon exercise of September 15, 2025 warrants by a selling shareholder. Wearable Devices states that the selling shareholder has sold all ordinary shares underlying these warrants and has therefore ended all offerings under the registration, amending it to reflect deregistration of all such securities. All share figures reflect 1-for-3 reverse share splits effective March 11, 2026 and June 22, 2026.

Key Figures

Ordinary shares underlying September 12, 2025 warrants: 111,111 shares Ordinary shares underlying September 15, 2025 warrants: 74,444 shares Reverse share split ratio (March 11, 2026): 1-for-3 reverse share split +4 more

7 metrics

Ordinary shares underlying September 12, 2025 warrants 111,111 shares Registered for resale; issuable upon exercise of 111,111 September 12 Warrants

Ordinary shares underlying September 15, 2025 warrants 74,444 shares Registered for resale; issuable upon exercise of 74,444 September 15 Warrants

Reverse share split ratio (March 11, 2026) 1-for-3 reverse share split Effective prior to start of trading on March 11, 2026

Reverse share split ratio (June 22, 2026) 1-for-3 reverse share split Effective prior to start of trading on June 22, 2026

Form type Post-Effective Amendment No. 2 to Form F-1 Used to terminate prior resale registration and deregister any unsold shares

Warrants issued September 12, 2025 111,111 warrants September 12 Warrants to purchase up to 111,111 ordinary shares

Warrants issued September 15, 2025 74,444 warrants September 15 Warrants to purchase up to 74,444 ordinary shares

Key Terms

Post-Effective Amendment, Registration Statement, reverse share split, private placement, +1 more

5 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 2 relates to the Registration Statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Registration Statement regulatory

"relates to the Registration Statement on Form F-1 (File No. 333-290362)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

reverse share split financial

"All quantities of Ordinary Shares presented herein give retroactive effect to the Registrant’s 1-for-3 reverse share split"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

private placement financial

"it agreed to sell and issue to a certain institutional investor in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

register for resale regulatory

"the Registrant agreed with the Investor to register for resale the Ordinary Shares underlying"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Wearable Devices Ltd. (WLDS) change with this Post-Effective Amendment No. 2?

Wearable Devices Ltd. terminates all offerings under a prior Form F-1 resale registration and deregisters any remaining unsold ordinary shares, if any, that were previously registered for resale by a selling shareholder.

Which securities of WLDS were originally covered by the Form F-1 resale registration?

The Form F-1 covered the resale of up to 111,111 ordinary shares issuable upon exercise of 111,111 September 12, 2025 warrants and up to 74,444 ordinary shares issuable upon exercise of 74,444 September 15, 2025 warrants by a selling shareholder.

Why is Wearable Devices Ltd. deregistering these WLDS shares now?

Wearable Devices states that its commitment to keep the registration effective expired after the selling shareholder sold all ordinary shares underlying the September 12 and September 15 warrants, so it is now terminating the offering and deregistering any unsold shares.

Does this Post-Effective Amendment No. 2 register any new WLDS securities?

No. The amendment does not register new securities; it removes from registration all previously registered ordinary shares that remain unsold, if any, and terminates the effectiveness of the prior resale registration.

How do the reverse share splits affect the WLDS share amounts in this amendment?

All quantities of ordinary shares in the amendment give retroactive effect to two 1-for-3 reverse share splits that became effective before trading on March 11, 2026 and June 22, 2026 on the Nasdaq Capital Market.

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

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Available on EDGAR 09/17/2026 - 04:04 PM Accepted by SEC EDGAR 09/17/2026 - 04:03 PM Learn about SEC filing dates

As filed with the U.S. Securities and Exchange Commission on September 17, 2026

Registration No. 333-290362

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WEARABLE DEVICES LTD.

(Exact name of Registrant as specified in its charter)

Israel		3873		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

5 Ha-Tnufa St.

Yokne’am Illit, 2066736, Israel

Telephone: +972.4.6185670

 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Mudra Wearable, Inc.

24A Trolley Square #2203

Wilmington, DE 19806

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Oded Har-Even, Esq.		Reut Alfiah, Adv.
Howard E. Berkenblit, Esq.		Gal Cohen, Adv.
Ilana Neck Levin, Esq.		Sullivan & Worcester
Sullivan & Worcester LLP		Tel-Aviv (Har-Even & Co.)
1251 Avenue of the Americas		HaArba’a Towers
New York, NY 10020		28 HaArba’a St.
Tel: 212.660.3000		North Tower, 14th Floor
		Tel-Aviv, Israel 6473925
		T +972.74.758.0480

Approximate date of commencement of proposed sale to the public: Not applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 2 (this “Post-Effective Amendment No. 2”) relates to the Registration Statement on Form F-1 (File No. 333-290362) (the “Registration Statement”) filed by Wearable Devices Ltd., a corporation incorporated under the laws of the State of Israel (the “Registrant”), with the Securities and Exchange Commission (the “SEC”), pertaining to (i) the resale by a certain selling shareholder identified therein of up to an aggregate of 111,111 ordinary shares, no par value per share (the “Ordinary Shares”) of the Registrant issuable upon the exercise of 111,111 warrants issued on September 12, 2025 (the “September 12 Warrants”), and (ii) the resale by a certain selling shareholder identified therein of up to an aggregate of 74,444 Ordinary Shares of the Registrant issuable upon the exercise of 74,444 warrants issued on September 15, 2025 (the “September 15 Warrants”). All quantities of Ordinary Shares presented herein give retroactive effect to the Registrant’s 1-for-3 reverse share split effected prior to the start of trading on the Nasdaq Capital Market on March 11, 2026 and to the Registrant’s 1-for-3 reverse share split effected prior to the start of trading on the Nasdaq Capital Market on June 22, 2026.

On September 11, 2025, the Registrant entered into a securities purchase agreement, (the “September 11 Purchase Agreement”) pursuant to which it agreed to sell and issue to a certain institutional investor (the “Investor”) in a private placement, 111,111 September 12 Warrants to purchase up to 111,111 Ordinary Shares.

On September 12, 2025, the Registrant entered into a securities purchase agreement, (the “September 12 Purchase Agreement”) pursuant to which it agreed to sell and issue to the Investor in a private placement, 74,444 September 15 Warrants to purchase up to 74,444 Ordinary Shares.

Under the terms of both the September 11 Purchase Agreement and the September 12 Purchase Agreement, the Registrant agreed with the Investor to register for resale the Ordinary Shares underlying the September 12 Warrants and the September 15 Warrants, respectively.

As a result, the Registrant filed with the SEC the Registration Statement for the resale of the Ordinary Shares underlying the September 12 Warrants and the September 15 Warrants, respectively.

The Registrant undertook to cause the Registration Statement to remain effective under the Securities Act of 1933, as amended (the “Securities Act”), until the date when all the Ordinary Shares underlying the September 12 Warrants and September 15 Warrants have been sold. The Registrant’s commitment to keep the Registration Statement effective has expired due to the sale by the selling shareholder of all the Ordinary Shares underlying the September 12 Warrants and September 15 Warrants.

In connection with the above, the Registrant terminated all offerings of the Ordinary Shares pursuant to the Registration Statement under the Securities Act. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any Ordinary Shares which remain unsold at the termination of the offering, the Registrant hereby removes from registration all Ordinary Shares registered under the Registration Statement that remain unsold as of the date hereof, if any, and terminates the effectiveness of the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this post-effective amendment to the registration statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Yokne’am Illit, Israel, on September 17, 2026.

	Wearable Devices Ltd.
	By:	/s/ Asher Dahan
		Asher Dahan
		Chief Executive Officer

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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