As filed with the Securities
and Exchange Commission on December 1, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEARABLE DEVICES LTD.
(Exact name of registrant as specified in its charter)
| State of Israel |
|
Not applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
5 Ha-Ta’asiya Street, Yokne’am Illit,
2066736 Israel
(Address of Principal Executive Offices)
Wearable Devices Ltd. 2024 Global Equity Incentive
Plan
(Full title of the plan)
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. |
|
Reut Alfiah, Adv. |
|
Howard Berkenblit, Esq.
Sullivan & Worcester LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: 212.660.3000 |
|
Sullivan & Worcester Tel-Aviv (Har-Even
& Co.)
HaArba’a Towers
28 HaArba’a St.
North Tower, 35th floor
Tel-Aviv, Israel 6473925
Tel: +972.74.758.0480 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
|
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
|
Smaller reporting company ☐ |
| |
|
Emerging growth company ☒ |
If an emerging growth company, 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. ☒
EXPLANATORY NOTE
The
purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is to register 1,678,604 additional
ordinary shares, no par value per share (the “Ordinary Shares”), of Wearable Devices Ltd. (the “Registrant”),
to be reserved for issuance under the Wearable Devices Ltd. 2024 Global Equity Incentive Plan (the
“Plan”), which are in addition to the 141,492 Ordinary Shares (as adjusted for the reverse share split of the Ordinary
Shares at the ratio of 1-to-4, effective as of March 17, 2025) and 653,760 Ordinary Shares under the Plan registered on the Company’s
Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”)
on December 23, 2024 (File No. 333-284010) and September 10, 2025 (File No. 333-2901148) (collectively, the “Prior Registration
Statements”) .
This Registration Statement
relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with
General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the content
of the Prior Registration Statements is incorporated herein by reference and made part of this Registration Statement, except as amended
hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information specified in Item 1 and Item 2 of Part I of Registration Statement on Form S-8 is omitted from this Registration Statement.
The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the Plan covered by
this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed
by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The Registrant’s
Annual Report on Form 20-F
for the fiscal year ended December 31, 2024, filed with the Commission on March 20, 2025;
(b) The
Registrant’s Reports of Foreign Private Issuer on Form 6-K (“Form 6-K”) filed with the Commission on April
7, 2025, April 23,
2025, April 30, 2025, May
22, 2025, August 4,
2025 (with respect to the first four, sixth, and seventh paragraphs and the section titled “Forward-Looking
Statements” in the press release attached as Exhibit 99.1), August
7, 2025, August 11,
2025 (with respect to the first two, fourth, and fifth paragraphs and section titled “Forward-Looking Statements” in
the press release attached as Exhibit 99.1), September
9, 2025 (other than the second, third, fourth and fifth paragraphs of the press release attached as Exhibit 99.3), September
10, 2025 (with respect to the first six and ninth paragraph and the section titled “Forward-Looking Statements
Disclaimer” in the press release attached as Exhibit 99.1), September
11, 2025, September
15, 2025, September
19, 2025, September
25, 2025, October
24, 2025, October
31, 2025 and December 1,
2025; and
(c) The description of the
Registrant’s Ordinary Shares which is contained in the Registrant’s Registration Statement on Form
8-A filed on September 9, 2022 (File No. 001-41502) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as amended by Exhibit
2.7 to our Annual Report on Form
20-F for the fiscal year ended December 31, 2024, filed with the Commission on March 20, 2025, including any further amendment or
report filed for the purpose of updating such description.
All documents, reports and
definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and all reports on Form 6-K subsequently filed by the Registrant which state that they are incorporated by reference herein on or after
the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates
that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed
to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS.
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 registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Yokne’am Illit, Israel, on December 1, 2025.
| |
WEARABLE DEVICES LTD. |
| |
|
|
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By: |
/s/ Asher Dahan |
| |
|
Asher Dahan |
| |
|
Chief Executive Officer |
POWER OF ATTORNEY
The undersigned officers and
directors of Wearable Devices Ltd. hereby constitute and appoint each of Asher Dahan and Alon Mualem with full power of substitution,
each of them singly his true and lawful attorneys-in-fact and agents to take any actions to enable Wearable Devices Ltd. to comply with
the Securities Act, and any rules, regulations and requirements of the SEC, in connection with this registration statement on Form S-8,
including the power and authority to sign for the undersigned in his name in the capacities indicated below any and all further amendments
to this registration statement and any other registration statement filed pursuant to the provisions of Rule 462 under the Securities
Act.
Pursuant to the requirements
of the Securities Act of 1933, this amendment to the registration statement on Form S-8 has been signed by the following persons in the
capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
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|
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| /s/ Asher Dahan |
|
Chief Executive Officer, Director |
|
December 1, 2025 |
| Asher Dahan |
|
(Principal Executive Officer) |
|
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| |
|
|
|
|
| /s/ Alon Mualem |
|
Chief Financial Officer |
|
December 1, 2025 |
| Alon Mualem |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Eli Bachar |
|
Director |
|
December 1, 2025 |
| Eli Bachar |
|
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|
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| /s/ Yaacov Goldman |
|
Director |
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December 1, 2025 |
| Yaacov Goldman |
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| /s/ Ilana Lurie |
|
Director |
|
December 1, 2025 |
| Ilana Lurie |
|
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| /s/ Guy Wagner |
|
Director |
|
December 1, 2025 |
| Guy Wagner |
|
|
|
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned, Mudra Wearable, Inc., the duly authorized representative in the United States of Wearable Devices
Ltd., has signed this registration statement on December 1, 2025.
| |
/s/ Mudra Wearable, Inc. |
| |
Mudra Wearable, Inc. |
Exhibit 5.1
 |
Sullivan & Worcester Tel Aviv
28 HaArba’a St. HaArba’a Towers North
Tower, 35th Floor
Tel-Aviv, Israel |
|
+972-747580480
sullivanlaw.com |
December 1, 2025
Wearable Devices Ltd.
2 Ha-Ta’asiya St.
Yokne’am Illit, 2069803 Israel
| Re: | Registration
Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as Israeli counsel
for Wearable Devices Ltd., an Israeli Company (the “Company”) in connection with the Registration Statement on Form
S-8 (the “Registration Statement”) filed by the Company on the date hereof with the U.S. Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration
Statement relates to the additional registration of 1,678,604 of the Company’s ordinary shares, no par value per share (the “Ordinary
Shares”), reserved for issuance under the Wearable Devices Ltd. 2024 Global Equity Incentive Plan (the “Plan”).
In connection herewith, we
have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration
Statement to which this opinion is attached as an exhibit; (ii) a copy of the amended and restated articles of association of the
Company (the “Articles”), as currently in effect; (iii) resolutions of the board of directors which relate to
the Registration Statement and the Plan; and (iv) such other corporate records, agreements, documents and other instruments, and
such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant
and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we
have deemed relevant and necessary as a basis for the opinions hereafter set forth.
In
such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed
as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions
that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives
of the Company. In addition, we have assumed that the Ordinary Shares and any equity awards that provide for the acquisition thereof will
be granted in accordance with the Plan and the Articles.
We
are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws
of the State of Israel and have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction
than the State of Israel.
Based
upon and subject to the foregoing, we are of the opinion that the Ordinary Shares issuable under the Plan have been duly authorized and,
when and if issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
We
consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm wherever appearing
in the Registration Statement in connection with Israeli law. In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder
or Item 509 of the SEC’s Regulation S-K under the Securities Act.
Very truly yours,
/s/ Sullivan & Worcester
Tel-Aviv (Har-Even & Co.)
Sullivan & Worcester Tel-Aviv
(Har-Even & Co.)
