Wearable Devices ends resale registration for warrants

WLDS ends the warrant-related resale registration, confirming sales are complete and deregistering any remaining unsold ordinary shares.

Rhea-AI Filing Summary

Wearable Devices Ltd. (WLDS) filed a post-effective amendment to its Form F-1 to terminate the resale registration of ordinary shares underlying previously issued warrants, which originally covered up to 136,667 shares from October 2025 warrants and 645,944 shares from November 2025 warrants. The company states that its obligation to keep the registration effective has expired because the selling shareholder has sold all shares underlying these warrants, and it is now deregistering any ordinary shares that remain unsold, if any, and terminating the effectiveness of the registration statement. All share amounts reflect earlier 1-for-3 reverse share splits effective on March 11, 2026 and June 22, 2026.

Key Figures

October Warrants underlying shares for resale: 136,667 ordinary shares November Warrants underlying shares for resale: 645,944 ordinary shares Reverse share split ratio (March 2026): 1-for-3 reverse share split +4 more

7 metrics

October Warrants underlying shares for resale 136,667 ordinary shares Ordinary shares issuable upon exercise of warrants sold on October 29, 2025

November Warrants underlying shares for resale 645,944 ordinary shares Ordinary shares issuable upon exercise of warrants issued on November 26, 2025

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

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

Date of October securities purchase agreement October 29, 2025 Agreement to sell and issue 136,667 October Warrants

Date of November warrant inducement agreement November 26, 2025 Agreement to issue 645,944 November Warrants

Filing signature date September 17, 2026 Post-effective amendment signed by the Chief Executive Officer

Key Terms

post-effective amendment, Registration Statement, resale, reverse share split, +2 more

6 terms

post-effective amendment regulatory

"This Post-Effective Amendment No. 1 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. 333-293645)"

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.

resale financial

"the resale by a certain selling shareholder identified therein of up to an aggregate"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

reverse share split financial

"give retroactive effect to the Registrant’s 1-for-3 reverse share split effected"

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.

warrant inducement agreement financial

"entered into a warrant inducement agreement, (the “November Warrant Inducement Agreement”)"

A warrant inducement agreement is a contract in which a company offers warrants—rights to buy shares at a set price—to a person or group as a sweetener to secure their support, service, or approval for a transaction or role. Investors care because these warrants can increase the total number of shares if exercised, diluting existing ownership and potentially changing the company’s valuation and control dynamics; think of it as paying someone with future stock-buying tickets to get them on board.

securities purchase agreement financial

"entered into a securities purchase agreement, (the “October Purchase Agreement”)"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

FAQ

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

What is Wearable Devices Ltd. (WLDS) doing in this post-effective amendment?

Wearable Devices Ltd. is filing a post-effective amendment to its Form F-1 to terminate the effectiveness of a resale registration and to deregister any remaining ordinary shares that were registered for resale and remain unsold, if any.

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

The Form F-1 covered the resale of up to 136,667 ordinary shares issuable upon exercise of warrants sold on October 29, 2025 and up to 645,944 ordinary shares issuable upon exercise of warrants issued on November 26, 2025.

Why is Wearable Devices Ltd. terminating the resale registration?

Wearable Devices Ltd. states that its commitment to keep the Form F-1 effective has expired because the selling shareholder has sold all ordinary shares underlying the October and November warrants, triggering deregistration of any shares that may remain unsold.

What agreements led to the WLDS warrant issuances?

On October 29, 2025, the company entered into a securities purchase agreement for 136,667 warrants, and on November 26, 2025 it entered into a warrant inducement agreement for 645,944 warrants, both with a certain institutional investor.

How do the reverse share splits affect the WLDS share counts in this filing?

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

Does Wearable Devices Ltd. register any new securities in this amendment?

No. The amendment is used to deregister ordinary shares that were previously registered for resale and to terminate the effectiveness of the existing Form F-1 registration statement.

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. 333-293645

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

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. 1 (this “Post-Effective Amendment No. 1”) relates to the Registration Statement on Form F-1 (File No. 333-293645)(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 136,667 ordinary shares, no par value per share (the “Ordinary Shares”) of the Registrant issuable upon the exercise of 136,667 warrants sold on October 29, 2025 (the “October Warrants”), and (ii) the resale by a certain selling shareholder identified therein of up to an aggregate of 645,944 Ordinary Shares of the Registrant issuable upon the exercise of 645,944 warrants sold on November 26, 2025 (the “November 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 October 29, 2025, the Registrant entered into a securities purchase agreement, (the “October Purchase Agreement”) pursuant to which it agreed to sell and issue to a certain institutional investor (the “Investor”) in a private placement, 136,667 October Warrants to purchase up to 136,667 Ordinary Shares.

On November 26, 2025, the Registrant entered into a warrant inducement agreement, (the “November Warrant Inducement Agreement”) pursuant to which it agreed to issue to the Investor an aggregate of 645,944 November Warrants to purchase up to 645,944 Ordinary Shares.

Under the terms of both the October Purchase Agreement and the November Warrant Inducement Agreement, the Registrant agreed with the Investor to register for resale the Ordinary Shares underlying the October Warrants and the November Warrants, respectively.

As a result, the Registrant filed with the SEC the Registration Statement for the resale of the Ordinary Shares underlying the October Warrants and the November 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 October Warrants and November 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 October Warrants and November 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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