WLDSW Wearable Devices Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of November 2024 (Report No. 2)

 

Commission File Number: 001-41502

 

WEARABLE DEVICES Ltd.

(Translation of registrant’s name into English)

 

5 Ha-Tnufa Street

Yokne-am Illit, Israel 2066736

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒      Form 40-F ☐

 

 

 

CONTENTS

 

Attached hereto and incorporated herein is Wearable Devices Ltd.’s (the “Registrant”) press release issued on November 27, 2024, titled “Wearable Devices Ltd. Announces Closing of $1.85 Million Registered Direct Offering and Concurrent Private Placement.” 

 

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the registration statements on Form S-8 (File Nos. 333-269869 and 333-274343) and on Form F-3 (File No. 333-274841) of the Registrant, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

EXHIBIT INDEX

 

Exhibit No.
99.1		Press release issued by Wearable Devices Ltd. dated November 27, 2024, titled “Wearable Devices Ltd. Announces Closing of $1.85 Million Registered Direct Offering and Concurrent Private Placement.”

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Wearable Devices Ltd.
Date: November 27, 2024	By:	/s/ Asher Dahan
		Asher Dahan
		Chief Executive Officer

 

 

3

Exhibit 99.1

 

Wearable Devices Ltd. Announces Closing of $1.85 Million Registered Direct Offering and
Concurrent Private Placement

 

Yokneam Illit, Israel, Nov. 27, 2024 (GLOBE NEWSWIRE) -- Wearable Devices Ltd. (the “Company” or “Wearable Devices”) (Nasdaq: WLDS, WLDSW), an award-winning pioneer in artificial intelligence (“AI”)-based wearable gesture control technology, today announced that it has closed its registered direct offering and concurrent private placement, announced on November 26, 2024, for the issuance and sale of 822,000 ordinary shares (or ordinary share equivalents) in a registered direct offering and warrants to purchase up to 822,000 of its ordinary shares in concurrent private placement at a combined purchase price of $2.25 per ordinary share. The warrants issued pursuant to the concurrent private placement have an exercise price of $2.50 per ordinary share, are immediately exercisable and expire five years following the date of issuance.

 

The gross proceeds from the offerings, before deducting the placement agent’s fees and other offering expenses payable by the Company, are approximately $1.85 million, excluding any proceeds that may be received upon the exercise of the Warrants. The Company intends to use the net proceeds from the offerings for working capital and general corporate purposes.

 

A.G.P./Alliance Global Partners acted as sole placement agent for the offerings.

 

The ordinary shares (or ordinary share equivalents in lieu thereof) issued to the institutional investor described above were issued pursuant to a registration statement on Form F-3 (File No. 333-274841), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 18, 2023. The warrants were issued in a concurrent private placement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. Additionally, when available, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

 

The private placement of the warrants and the shares underlying the Warrants offered to the institutional investor was made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Accordingly, the securities issued in the concurrent private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the offerings, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Wearable Devices Ltd.

 

Wearable Devices Ltd. is a growth company developing AI-based neural input interface technology for the B2C and B2B markets. The Company’s flagship product, the Mudra Band for Apple Watch, integrates innovative AI-based technology and algorithms into a functional, stylish wristband that utilizes proprietary sensors to identify subtle finger and wrist movements allowing the user to “touchlessly” interact with connected devices. The Company also markets a B2B product, which utilizes the same technology and functions as the Mudra Band and is available to businesses on a licensing basis. Wearable Devices is committed to creating disruptive, industry leading technology that leverages AI and proprietary algorithms, software, and hardware to set the input standard for the Extended Reality, one of the most rapidly expanding landscapes in the tech industry. The Company’s ordinary shares and warrants trade on the Nasdaq market under the symbols “WLDS” and “WLDSW”, respectively.

 

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate,” “will” or other comparable terms. For example, we are using forward-looking statements when we discuss the use of proceeds from the offerings. All statements other than statements of historical facts included in this press release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the trading of our ordinary shares or warrants and the development of a liquid trading market; our ability to successfully market our products and services; the acceptance of our products and services by customers; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our success establishing and maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations; and the other risks and uncertainties described in our annual report on Form 20-F for the year ended December 31, 2023, filed on March 15, 2024 and our other filings with the SEC. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

Investor Relations Contact

 

Michal Efraty

IR@wearabledevices.co.il

 

 

 

 

---