Wearable Devices ends 369K-share resale program

Wearable Devices Ltd. (WLDS) filed a post-effective amendment to its Form F-3 registration statement that had covered the resale by a selling shareholder of up to 369,111 ordinary shares underlying warrants issued in an August 6, 2025 inducement transaction.

Rhea-AI Filing Summary

Wearable Devices Ltd. (WLDS) filed a post-effective amendment to its Form F-3 registration statement that had covered the resale by a selling shareholder of up to 369,111 ordinary shares underlying warrants issued in an August 6, 2025 inducement transaction. The company states that all such ordinary shares underlying the August warrants have been sold and that the related offering has been terminated. In line with its prior undertaking, Wearable Devices is now removing from registration any remaining unsold ordinary shares, if any, and terminating the effectiveness of the registration statement for this resale program.

Key Figures

Ordinary shares registered for resale: 369,111 shares Existing warrants exercised: 184,556 warrants Existing warrant exercise price: $13.05 per ordinary share +3 more

6 metrics

Ordinary shares registered for resale 369,111 shares Resale by selling shareholder under Form F-3 related to August 2025 warrants

Existing warrants exercised 184,556 warrants Investor agreed to exercise these warrants for cash on August 6, 2025

Existing warrant exercise price $13.05 per ordinary share Exercise price of warrants originally issued on April 30, 2025

August warrants issued 369,111 warrants New warrants sold to investor under August 6, 2025 inducement agreement

August warrant exercise price $15.39 per ordinary share Exercise price of new warrants issued under August 6, 2025 inducement agreement

Post-effective amendment date September 17, 2026 Date Wearable Devices Ltd. signed the post-effective amendment in Yokne’am Illit, Israel

Key Terms

Post-Effective Amendment, Form F-3, resale, deregistration, +2 more

6 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 1 amends the Registration Statement on Form F-3"

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.

Form F-3 regulatory

"amends the Registration Statement on Form F-3, Registration No. 333-291100"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

resale financial

"pertaining to the resale by the selling shareholder named in the Registration Statement"

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.

deregistration regulatory

"the Registrant hereby removes from registration all Ordinary Shares registered"

Deregistration is when a company officially removes itself from a stock exchange or regulatory list, meaning it is no longer publicly traded. This can happen if the company is shrinking or choosing to go private, and it matters because it changes how investors can buy or sell its shares.

inducement letter financial

"the Registrant entered into an inducement letter, (the “August Inducement Agreement”)"

warrants financial

"warrants to purchase up to 369,111 Ordinary Shares at an exercise price of $15.39"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

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?

Wearable Devices Ltd. files a post-effective amendment to terminate a prior Form F-3 resale offering and deregister any ordinary shares that remain unsold, if any, under that registration statement after the selling shareholder completed sales of the covered shares.

How many WLDS shares were originally registered for resale under this Form F-3?

The Form F-3 registration statement covered the resale by a selling shareholder of up to 369,111 ordinary shares of Wearable Devices Ltd., all of which were issuable upon exercise of warrants issued under an August 6, 2025 inducement agreement.

What was the August 6, 2025 inducement transaction described by WLDS?

On August 6, 2025, Wearable Devices Ltd. entered into an inducement letter under which an investor agreed to exercise 184,556 existing warrants at $13.05 per share, and the company sold the investor 369,111 new warrants at an exercise price of $15.39 per share.

Why is WLDS deregistering securities from this Form F-3 now?

Wearable Devices Ltd. had agreed to keep the registration effective until all ordinary shares underlying the August warrants were sold. The company reports that this has occurred, so it is now deregistering any remaining unsold ordinary shares, if any, and terminating the registration’s effectiveness.

Does this amendment register new securities for Wearable Devices Ltd. (WLDS)?

No. The post-effective amendment does not register new securities. It terminates the prior resale offering and removes from registration all ordinary shares that remain unsold, if any, under the earlier Form F-3 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 Securities and Exchange Commission on September 17, 2026

Registration No. 333-291100

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Wearable Devices LTD.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

State of Israel		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5 Ha-Tnufa St.

Yokne’am Illit, 2066736 Israel

Tel: +972.4.6185670

(Address and telephone number of Registrant’s principal executive offices)

Mudra Wearable, Inc.

24A Trolley Square #2203

Wilmington, DE 19806

(Name, address, and telephone number of agent for service)

Copies to:

Oded Har-Even, Esq. Howard E. Berkenblit, Esq. Ilana Neck Levin, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 660-3000 Reut Alfiah, Adv. Gal Cohen, Adv. Sullivan & Worcester Tel Aviv (Har-Even & Co.) 28 HaArba’a St. HaArba’a Towers North Tower, 14th floor Tel Aviv, Israel 6473925 Tel: +972 74-758-0480

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

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, please 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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”) amends the Registration Statement on Form F-3, Registration No. 333-291100 (the “Registration Statement”) of Wearable Devices Ltd., a corporation incorporated under the laws of the State of Israel (the “Registrant”), which was filed with the Securities and Exchange Commission (the “SEC”), pertaining to the resale by the selling shareholder named in the Registration Statement of up to 369,111 ordinary shares, no par value per share (the “Ordinary Shares”), of the Registrant.

The Registration Statement

On August 6, 2025, the Registrant entered into an inducement letter, (the “August Inducement Agreement”) with a certain investor pursuant to which the investor agreed to exercise for cash 184,556 warrants to purchase up to 184,556 Ordinary Shares, originally issued on April 30, 2025 at an exercise price of $13.05 per Ordinary Share (the “Existing Warrants”). In consideration of the immediate exercise of the Existing Warrants, the Registrant sold to the investor 369,111 warrants to purchase up to 369,111 Ordinary Shares at an exercise price of $15.39 per share (the “August Warrants”).

Under the terms of the August Inducement Agreement, the Registrant agreed with the investor to register for resale the Ordinary Shares underlying the August Warrants. As a result, the Registrant filed with the SEC the Resignation Statement on for the resale of the Ordinary Share underlying the August Warrants.

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 August 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 August Warrants.

In connection with the above, the Registrant has 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 Statements that remain unsold as of the date hereof, if any, and terminates the effectiveness of each 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 requirement 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-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Yokne’am Illit, the state of 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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