[D] Wearable Devices Ltd. Warrant SEC Filing

Rhea-AI Filing Summary

Wearable Devices Ltd., an Israel-incorporated company, filed a Form D to register a warrant-based offering under Rule 506(b). The stated total offering amount is $2,408,450 with $0 reported sold to date and $2,408,450 remaining. The filing lists a first sale date of 2025-08-06 and indicates the offering is not intended to last more than one year.

The filing clarifies that gross proceeds reflect the cash exercise of 1,661,000 existing warrants in a warrant inducement transaction and that a concurrent private placement issued 3,322,000 new warrants. Proceeds up to $5,680,620 from new warrant exercises are excluded from the offering amount. Minimum investment is reported as $0, sales commissions and finders' fees are $0, and the notice reports one investor so far. The issuer identified its industry as Other Technology, declined to disclose revenue/net asset ranges, and the Form D was signed by CEO Asher Dahan on 2025-08-14.

Positive

• Offering amount disclosed: $2,408,450 registered in the Form D
• Warrant activity transparent: filing discloses exercise of 1,661,000 existing warrants and issuance of 3,322,000 new warrants
• No sales commissions or finders' fees reported ($0), which limits up-front dilution of proceeds
• Minimum investment reported as $0, indicating no specified minimum subscription threshold in the notice

Negative

• No proceeds recorded sold: Total Amount Sold reported as $0 and only one investor listed to date
• Issuer declined to disclose revenue and aggregate net asset ranges, reducing financial transparency
• Potential future dilution noted via exclusion of up to $5,680,620 from new warrant exercises, which could increase outstanding claims on equity if exercised

Insights

Securities Analyst

TL;DR: Routine Form D for a warrant offering; limited investor uptake so far and material warrant counts disclosed.

This filing documents a Rule 506(b) exempt offering focused on warrants rather than common equity or debt. The issuer reports 1,661,000 exercised warrants and 3,322,000 newly issued warrants, which are material quantities relative to typical warrant structures and could affect future dilution if exercised. No cash has been reported sold under the stated offering amount, and only one investor is recorded, indicating limited current market participation. The disclosure of $0 in commissions and payments to executives is notable for cost containment. Because the company declined to disclose revenue or net asset ranges, valuation context is limited, reducing the filing's utility for investors assessing relative size or dilution impact.

Corporate Finance Specialist

TL;DR: Transaction appears structured to monetize warrants; the filing is informational but not immediately market-moving.

The Form D centers on warrant activity: exercises of existing warrants generated specified gross proceeds (described in the clarification) and a concurrent private placement issued a sizable block of new warrants. The filing excludes potential proceeds of up to $5,680,620 from new warrant exercises, which is meaningful for future capital expectations. With $0 sold against a $2,408,450 offering and only one reported investor, current capital raise execution appears limited. Overall impact is informational; material future dilution depends on whether holders exercise the new warrants and on any subsequent financing steps.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001887673

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Wearable Devices Ltd.

Jurisdiction of Incorporation/Organization

ISRAEL

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Wearable Devices Ltd.
Street Address 1		Street Address 2
5 HA-TNUFA ST.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
YOKNE'AM ILLIT	ISRAEL	2066736	97246185670

3. Related Persons

Last Name	First Name	Middle Name
Dahan	Asher
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
YOKNE'AM ILLIT	ISRAEL	2066736

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Chairman of the Board of Directors

Last Name	First Name	Middle Name
Mualem	Alon
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Fleisher	Tamar
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

Last Name	First Name	Middle Name
Wagner	Guy
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
YOKNE'AM ILLIT	ISRAEL	2066736

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Scientific Officer, President, and Director

Last Name	First Name	Middle Name
Langer	Leeor
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Technology Officer

Last Name	First Name	Middle Name
Barel	Shmuel
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Marketing Officer

Last Name	First Name	Middle Name
Remez	Offir
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President of Business Development

Last Name	First Name	Middle Name
Bachar	Eli
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldman	Yaacov
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lurie	Ilana	Lurie
Street Address 1	Street Address 2
c/o Wearable Devices Ltd.	5 Ha-Tnufa Street
City	State/Province/Country	ZIP/PostalCode
Yokne'am Illit	ISRAEL	2066736

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-06				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
None	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
None
City	State/Province/Country	ZIP/Postal Code
None	Unknown	00000
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$2,408,450	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$2,408,450	USD	or Indefinite

Clarification of Response (if Necessary):

Gross proceeds reflect the cash exercise of 1,661,000 existing warrants in a warrant inducement transaction. In a concurrent private placement, 3,322,000 new warrants were issued. Proceeds of up to $5,680,620 from new warrant exercises are excluded.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Wearable Devices Ltd.	/s/ Asher Dahan	Asher Dahan	Chief Executive Officer	2025-08-14

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What offering did Wearable Devices Ltd. (WLDSW) file in Form D?

The company filed a Form D for a $2,408,450 warrant-based offering under Rule 506(b).

How much of the offering has been sold?

The filing reports $0 sold to date and $2,408,450 remaining.

What warrant activity is disclosed in the filing?

The filing states 1,661,000 existing warrants were exercised and 3,322,000 new warrants were issued in a concurrent private placement.

Are there any sales commissions or payments to executives disclosed?

No. Sales commissions and finders' fees are reported as $0, and payments to named executives from offering proceeds are reported as $0.

When was the first sale date and who signed the Form D?

The filing lists a first sale date of 2025-08-06 and was signed by CEO Asher Dahan on 2025-08-14.

How many investors are reported in the offering?

The Form D reports one investor has invested so far.