Wearable Devices inks cooperation pact and $12M backstop

Wearable Devices Ltd. and reporting holders J.B.D Innovation Ltd., Nissim Daniel, Victor Tshuva & Co. – Law Offices, and Victor Tshuva amended their Schedule 13D to reflect a new cooperation arrangement and updated ownership.

Rhea-AI Filing Summary

Wearable Devices Ltd. and reporting holders J.B.D Innovation Ltd., Nissim Daniel, Victor Tshuva & Co. – Law Offices, and Victor Tshuva amended their Schedule 13D to reflect a new cooperation arrangement and updated ownership. The group has shared voting power over 381,361 ordinary shares, representing 15.50% of Wearable Devices’ outstanding 2,459,741 ordinary shares.

Under an August 7, 2026 Cooperation Agreement, two existing directors will resign and four new directors will be appointed, resulting in a seven‑member board. The parties’ court proceedings relating to a previously announced private placement were dismissed on August 10, 2026 with no order as to costs, and the demand for a special shareholder meeting was withdrawn. For two years, the reporting persons and their affiliates agreed not to seek to change or influence the company’s governance or management beyond what the agreement permits.

In a related Side Letter, J.B.D Innovation Ltd. committed, for 24 months, to provide the company with not less than $12.0 million in convertible debt financing if the board determines the company lacks sufficient resources to fund operations for the following 24 months.

Positive

• J.B.D Innovation Ltd. commits at least $12.0 million in conditional convertible debt financing, providing a potential 24‑month funding backstop if the board concludes the company lacks resources to fund its operations.

Negative

• None.

Key Figures

Shares outstanding: 2,459,741 ordinary shares Group voting stake: 381,361 ordinary shares (15.50%) J.B.D sole dispositive holding: 315,361 ordinary shares (12.82%) +5 more

8 metrics

Shares outstanding 2,459,741 ordinary shares Ordinary shares of Wearable Devices Ltd. outstanding as of the reporting date

Group voting stake 381,361 ordinary shares (15.50%) Ordinary shares over which reporting persons have shared voting power

J.B.D sole dispositive holding 315,361 ordinary shares (12.82%) Shares over which J.B.D Innovation Ltd. has sole dispositive power

Victor Tshuva & Co. holding 66,000 ordinary shares (2.68%) Shares over which Victor Tshuva & Co. has sole dispositive power

Financing commitment $12.0 million Minimum aggregate principal amount of conditional convertible debt financing committed by J.B.D Innovation Ltd.

Standstill period 2 years Duration during which reporting persons agree not to seek to change or influence governance or management beyond agreement terms

Financing support term 24 months Period during which J.B.D Innovation Ltd. agrees to provide financing if board determines need

Board size after changes 7 directors Board size following two resignations and four new appointments under the Cooperation Agreement

Key Terms

Cooperation Agreement, Side Letter, convertible debt, dispositive power, +1 more

5 terms

Cooperation Agreement regulatory

"On August 7, 2026, the Reporting Persons entered into a Cooperation Agreement"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

Side Letter regulatory

"J.B.D Innovation Ltd. entered into a Side Letter with the Issuer"

convertible debt financial

"Such financing would be structured as convertible debt and would be subject to negotiation"

A convertible debt is a loan a company takes that gives the lender the option to swap the owed money for a set number of the company’s shares instead of getting cash back. It matters to investors because it can change who owns the company and how much their shares are worth: if lenders convert, existing shareholders can be diluted, but conversion can also signal confidence and reduce a company’s cash pressure — like getting a coupon that can be redeemed for store ownership rather than a refund.

dispositive power financial

"J.B.D has the sole dispositive power over 315,361 Ordinary Shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13(d) regulatory

"for purposes of Section 13(d) of the Securities Exchange Act of 1934"

FAQ

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

What ownership stake in Wearable Devices (WLDS) do the reporting persons disclose?

The reporting persons disclose shared voting power over 381,361 ordinary shares of Wearable Devices Ltd., representing 15.50% of the company’s 2,459,741 outstanding ordinary shares as of the reporting date.

How much financing could Wearable Devices (WLDS) receive under the new Side Letter?

Under the Side Letter, J.B.D Innovation Ltd. agreed to provide not less than $12.0 million in convertible debt over 24 months if the board determines the company lacks sufficient resources to fund operations for the following 24 months.

What board changes are outlined for Wearable Devices (WLDS)?

The Cooperation Agreement provides that two existing directors will resign and four new directors will be appointed, after which Wearable Devices’ board will consist of seven members in total.

How long are the standstill restrictions on the reporting persons in WLDS?

Each reporting person agreed for two years after the Cooperation Agreement to cause affiliates not to hinder, interfere with, change or influence Wearable Devices’ governance, operations, management or board composition, except as expressly permitted or through normal shareholder voting.

What happened to the legal proceedings related to Wearable Devices’ private placement?

Following a joint notice and motion, the Court dismissed the proceedings on August 10, 2026 with no order as to costs, as part of the Cooperation Agreement between Wearable Devices and the reporting persons.

What specific holdings does J.B.D Innovation Ltd. report in WLDS shares?

J.B.D Innovation Ltd. reports sole dispositive power over 315,361 ordinary shares, about 12.82% of Wearable Devices’ outstanding share capital, and shared voting power over 381,361 ordinary shares, or 15.50% of the company.

How many WLDS shares are linked specifically to Victor Tshuva & Co.?

Victor Tshuva & Co. – Law Offices reports sole dispositive power over 66,000 ordinary shares, representing approximately 2.68% of Wearable Devices’ outstanding share capital, with shared voting power over 381,361 ordinary shares in total.

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

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Accepted by SEC EDGAR 08/11/2026 - 09:11 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Wearable Devices Ltd.

(Name of Issuer)

Ordinary shares, no par value per share

(Title of Class of Securities)

M97838409

(CUSIP Number)

Nissim Daniel
5 Ha'Rav Levin Street,
Ramat Gan, L3, 5226039
972-54-232-1222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): M97838409

1

Name of reporting person

J.B.D Innovation Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 381,361.00
9	Sole Dispositive Power 315,361.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

381,361.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.50 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Based on a total of 2,459,741 ordinary shares, no par value per share, of Wearable Devices Ltd. (the "Ordinary Shares" and the "Issuer", respectively) outstanding as of the date hereof, which amount was provided to the Reporting Persons by the Issuer.

SCHEDULE 13D

CUSIP Number(s): M97838409

1

Name of reporting person

Nissim Daniel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 381,361.00
9	Sole Dispositive Power 315,361.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

381,361.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.50 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Nissim Daniel is the sole owner, the sole director and the Chief Executive Officer of J.B.D Innovation Ltd. ("J.B.D"). (2) Based on a total of 2,459,741 Ordinary Shares of the Issuer outstanding as of the date hereof, which amount was provided to the Reporting Persons by the Issuer.

SCHEDULE 13D

CUSIP Number(s): M97838409

1

Name of reporting person

Victor Tshuva & Co. - Law Offices

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 381,361.00
9	Sole Dispositive Power 66,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

381,361.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.50 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Based on a total of 2,459,741 Ordinary Shares of the Issuer outstanding as of the date hereof, which amount was provided to the Reporting Persons by the Issuer.

SCHEDULE 13D

CUSIP Number(s): M97838409

1

Name of reporting person

Victor Tshuva

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 381,361.00
9	Sole Dispositive Power 66,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

381,361.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.50 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Victor Tshuva is the sole owner and the Chief Executive Officer of Victor Tshuva & Co. - Law Offices ("Victor Tshuva & Co."). (2) Based on a total of 2,459,741 Ordinary Shares of the Issuer outstanding as of the date hereof, which amount was provided to the Reporting Persons by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, no par value per share
(b)	Name of Issuer: Wearable Devices Ltd.
(c)	Address of Issuer's Principal Executive Offices: 5 HA-TNUFA ST., YOKNE'AM ILLIT, ISRAEL , 2066736.
Item 1 Comment: The following constitutes Amendment No. 3 ("Amendment No. 3") to the Schedule 13D previously filed by the undersigned on July 27, 2026, as amended on July 29, 2026 and on August 4, 2026 (as amended, the "Schedule 13D"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged. The Reporting Persons are filing this Amendment No. 3 to disclose the entry into a Cooperation Agreement and a related Side Letter with the Issuer, pursuant to which the parties agreed to resolve the matters that were the subject of the Reporting Persons' demand for a special meeting of shareholders and the legal proceedings relating to the Issuer's proposed private placement.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: On August 7, 2026, the Reporting Persons entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer to resolve the matters raised in the Reporting Persons' demand letter requesting that the Issuer convene a special general meeting of shareholders (the "Demand Letter") and the legal proceedings commenced by the Reporting Persons in connection with the Issuer's previously announced private placement (the "Court Proceedings"). Pursuant to the Cooperation Agreement, effective three business days following the dismissal of the legal proceedings, two existing directors of the Issuer will resign from the Issuer's board of directors and the Issuer will take the necessary actions to appoint four new directors to the Issuer's board of directors. Following such appointments and resignations, the Issuer's board of directors will consist of seven members. In addition, pursuant to the Cooperation Agreement, the Reporting Persons agreed to irrevocably withdraw their Demand Letter and cease all efforts in furtherance thereof, and the parties agreed that the Court Proceedings would be dismissed with no order as to costs. On August 10, 2026, following the filing of a joint notice and motion for termination of the Court Proceedings, the Court dismissed the Court Proceedings with no order as to costs. Moreover, pursuant to the Cooperation Agreement, each Reporting Person agreed, for a period of two years following the execution of the Cooperation Agreement, to cause its affiliates to refrain from taking any direct or indirect action to knowingly hinder, interfere with, change or influence the Issuer's or any of its subsidiaries' corporate governance, operations, management or board composition, except as expressly permitted by the Cooperation Agreement, with the prior written consent of the Issuer or in connection with voting its shares at meetings of the Issuer's shareholders. The Cooperation Agreement also contains certain mutual release and non-disparagement provisions applicable to the parties. The releases do not include rights or claims to enforce the Cooperation Agreement or claims relating to fraud, malicious actions or willful misconduct. In connection with the Cooperation Agreement, on August 7, 2026, J.B.D Innovation Ltd. entered into a Side Letter with the Issuer pursuant to which it committed, for a period of 24 months, to provide financing to the Issuer if the Issuer's board of directors determines in good faith that the Issuer does not have sufficient financial resources to fund its operations for the following 24 months. If such condition is satisfied, J.B.D Innovation Ltd. has agreed to provide debt financing in an aggregate principal amount of not less than $12.0 million for the purpose of funding the Issuer's ongoing current business operations. Such financing would be structured as convertible debt and would be subject to negotiation and execution of definitive financing documentation. The foregoing description of the Cooperation Agreement and the Side Letter is qualified in its entirety by reference to the full text thereof, copies of which are filed as exhibits hereto and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Part (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information included herein is based on a total of 2,459,741 Ordinary Shares of the Issuer outstanding as of the date hereof, which amount was provided to the Reporting Persons by the Issuer. J.B.D has the sole dispositive power over 315,361 Ordinary Shares, representing in the aggregate approximately 12.82% of the outstanding share capital of the Issuer, and a shared voting power over 381,361 Ordinary Shares, representing in the aggregate approximately 15.50% of the outstanding share capital of the Issuer. Nissim Daniel does not directly own any Ordinary Shares. Mr. Daniel, as the sole owner and director of J.B.D, may be deemed a beneficial owner of any Ordinary Shares beneficially owned by J.B.D. Victor Tshuva & Co. has the sole dispositive over 66,000 Ordinary Shares, representing approximately 2.68% of the outstanding share capital of the Issuer, and a shared voting power over 381,361 Ordinary Shares, representing in the aggregate approximately 15.50% of the outstanding share capital of the Issuer. Pursuant to the Agreement, J.B.D and Victor Tshuva & Co. agreed to act in concert with respect to their holdings of Ordinary Shares of the Issuer, and, until the transfer of 66,000 Ordinary Shares to Victor Tshuva & Co. is completed, J.B.D has agreed to vote such shares in accordance with the instructions of Victor Tshuva & Co. The acquisition of the 66,000 Ordinary Shares by Victor Tshuva & Co. is being effected pursuant to the Agreement, as described in Items 3 and 6 of this Schedule 13D. Victor Tshuva does not directly own any Ordinary Shares. Victor Tshuva is the sole owner and the Chief Executive Officer of Victor Tshuva & Co. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits Exhibit 4 - Cooperation Agreement, dated August 7, 2026, by and among Wearable Devices Ltd., J.B.D Innovation Ltd. and Victor Tshuva & Co. - Law Offices. Exhibit 5 - Side Letter, dated August 7, 2026, by and between Wearable Devices Ltd. and J.B.D Innovation Ltd

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

J.B.D Innovation Ltd.

Signature:	/s/ Nissim Daniel
Name/Title:	Nissim Daniel/Chief Executive Officer
Date:	08/11/2026

Nissim Daniel

Signature:	/s/ Nissim Daniel
Name/Title:	Nissim Daniel
Date:	08/11/2026

Victor Tshuva & Co. - Law Offices

Signature:	/s/ Victor Tshuva
Name/Title:	Victor Tshuva/Chief Executive Officer
Date:	08/11/2026

Victor Tshuva

Signature:	/s/ Victor Tshuva
Name/Title:	Victor Tshuva
Date:	08/11/2026