As filed with the U.S. Securities and Exchange
Commission on January 22, 2026
Registration No. 333-283771
Registration No. 333-284023
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. |
| Sullivan & Worcester
LLP |
|
Sullivan & Worcester |
| 1251 Avenue of the Americas |
|
Tel-Aviv (Har-Even & Co.) |
| New York, NY 10020 |
|
HaArba’a Towers |
| Tel: 212.660.3000 |
|
28 HaArba’a St. |
|
|
North Tower, 35th 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 statements on Form F-1 (collectively, the “Registration
Statements”) 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”):
| ● |
|
Registration Statement on Form F-1 (File No. 333-283771), pertaining to the resale by a certain selling shareholder identified therein of up to an aggregate of 205,500 ordinary shares, no par value per share (the “Ordinary Shares”) of the Registrant. |
| |
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| ● |
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Registration Statement on Form F-1 (File
No. 333-284023), pertaining to the resale by a certain selling shareholder identified therein of up to an aggregate of to 625,000 Ordinary
Shares of the Registrant. |
Registration Statement No. 333-283771
On November 27, 2024,
the Registrant entered into a securities purchase agreement, (the “November Purchase Agreement”) pursuant to which it
agreed to sell and issue to a certain investor in a registered direct offering 63,000 Ordinary Shares and 142,500 pre-funded
warrants to purchase up to 142,500 Ordinary Shares, and in a concurrent private placement, 205,500 warrants to purchase up to
205,500 Ordinary Shares (the “November Warrants”).
Under the terms of the November
Purchase Agreement, the Registrant agreed with the investor to register for resale the Ordinary Shares underlying the November Warrants.
As a result, the Registrant filed with the SEC the Registration Statement on Form F-1 for the resale of the Ordinary Shares underlying
the November Warrants (the “First Registration Statement”).
The Registrant undertook to
cause the First Registration Statement to remain effective under the Securities Act of 1933, as amended (the “Securities Act”),
until the date which is three years after the date that such registration statement was declared effective by the SEC or such earlier
date when all the Ordinary Shares underlying the November Warrants have been sold or all such shares may be sold without volume or other
restrictions pursuant to Rule 144 promulgated under the Securities Act. The Registrant’s commitment to keep the First Registration
Statement effective has expired due to the sale by the selling shareholder of all the Ordinary Shares underlying the November Warrants.
Registration Statement No. 333-284023
On January 30, 2025, the Registrant
entered into a securities purchase agreement, (the “January Purchase Agreement”) pursuant to which it sold to the same investor
in a “best efforts” public offering 86,250 Ordinary Shares and 538,750 pre-funded warrants to purchase up to 538,750 Ordinary
Shares, and 625,000 warrants to purchase up to 625,000 Ordinary Shares (the “January Warrants”).
Under the terms of the January
Purchase Agreement, the Registrant agreed with the investor to register for public resale of the Ordinary Shares underlying the January
Warrants. As a result, the Registrant filed with the SEC the Resignation Statement on Form F-1 for the resale of the Ordinary Share underlying
the January Warrants (the “Second Registration Statement”).
The Registrant undertook to
cause the Second Registration Statement to remain effective under the Securities Act until the date which is three years after the date
that such registration statement was declared effective by the SEC or such earlier date when all the Ordinary Shares underlying the January
Warrants have been sold or all such shares may be sold without volume or other restrictions pursuant to Rule 144 promulgated under the
Securities Act, has lapsed on the third anniversary of the Second Registration Statement. The Registrant’s commitment to keep the
Second Registration Statement effective has expired due to the sale by the selling shareholder of all the Ordinary Shares underlying the
January Warrants.
In connection with the above,
the Registrant terminated all offerings of the Ordinary Shares pursuant to each of the Registration Statements under the Securities Act.
In accordance with an undertaking made by the Registrant in each of the Registration Statements 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 Statements that remain unsold as of the date hereof, if any, and
terminates the effectiveness of each of the Registration Statements. The Registration Statements are hereby amended, as appropriate, to
reflect the deregistration of all such securities.
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 January 22, 2026.
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Wearable Devices Ltd. |
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|
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By: |
/s/ Asher Dahan |
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Asher Dahan |
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|
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.
