As filed with the Securities and Exchange Commission
on December 23, 2024
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.) |
2 Ha-Ta’asiya Street, Yokne’am Illit,
2069803 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
1633 Broadway
New York, NY 10019
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
This
Registration Statement on Form S-8 (this “Registration Statement”) is being filed to register 565,970 ordinary shares,
no par value per share (the “Ordinary Shares”), of Wearable Devices Ltd. (the “Registrant”), reserved
for issuance under the Wearable Devices Ltd. 2024 Global Equity Incentive Plan (the “Plan”).
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 Securities and Exchange Commission (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, 2023, filed with the Commission on March 15, 2024;
(b) The Registrant’s
Reports of Foreign Private Issuer on Form 6-K (“Form 6-K”) filed with the Commission on March 15, 2024 (with
respect to the sections titled “2023 and Recent Business Highlights,” “Full Year 2023 Financial Highlights” and
“Forward-Looking Statements” and the financial statements in the press release attached as Exhibit 99.1 to the Form 6-K only),
April 24, 2024, May 16, 2024 (with respect to the first two paragraphs and the section titled “Forward-Looking Statements”
in the press release attached as Exhibit 99.1 to the Form 6-K only), June 7, 2024, August 22, 2024, August 22, 2024 (Report No. 2),
September 9, 2024 (with respect to the first two, the fourth and the fifth paragraphs and the section titled “Forward-Looking
Statements” in the press release attached as Exhibit 99.1 to the Form 6-K only), September 23, 2024 (other than the fifth, sixth
and seventh paragraphs in the press release attached as Exhibit 99.3 to the Form 6-K), September 26, 2024, October 7, 2024, October 28, 2024, November 27, 2024, and November 27, 2024; 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 2.3 to the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on
March 15, 2024, 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 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification
The Israeli Companies Law,
5759-1999 (the “Companies Law”) provide that a company may indemnify an office holder against the following liabilities
and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event
or following an event, provided its articles of association include a provision authorizing such indemnification:
|
● |
a financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court; |
| |
● |
reasonable litigation expenses, including attorneys’ fees, expended by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent (as defined in the Companies Law), or in connection with a monetary sanction; |
| |
|
|
| |
● |
reasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceeding of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and |
| |
|
|
| |
● |
expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law. |
The Companies Law also permits
a company to add provisions in the articles of association, to undertake in advance to indemnify an office holder, provided that if such
indemnification relates to financial liability imposed on him or her, as described above, then the undertaking should be limited and shall
detail the following foreseen events and amount or criteria:
| |
● |
to events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and |
| |
|
|
| |
● |
in amount or criteria determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances. |
The Registrant has entered
into indemnification agreements with all of its directors and with all members of its senior management. Each such indemnification agreement
provides the office holder with indemnification permitted under applicable law and up to a certain amount, and to the extent that these
liabilities are not covered by directors and officer’s insurance.
Exculpation
Under the Companies Law, an
Israeli company may not exculpate an office holder from liability for a breach of his or her duty of loyalty, but may exculpate in advance
an office holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach
of his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exculpation is included
in its articles of association. The Registrant’s amended and restated articles of association provide that it may exculpate, in
whole or in part, any office holder from liability to it for damages caused to the company as a result of a breach of his or her duty
of care, but prohibit an exculpation from liability arising from a transaction in which its controlling shareholder or officer has a personal
interest. Subject to the aforesaid limitations, and to other limitations detailed in the indemnification agreements, the Registrant exculpates
and releases its office holders from any and all liability to the Registrant related to any breach by them of their duty of care to us
to the fullest extent permitted by law.
Limitations
The Companies Law provides
that we may not exculpate or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability
incurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity
or insurance only, but not exculpation) the office holder acted in good faith and had a reasonable basis to believe that the act would
not prejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly
(as opposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any
fine, monetary sanction, penalty or forfeit levied against the office holder.
Under the Companies Law, exculpation,
indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors
(and, with respect to directors and chief executive officer, by the shareholders). However, under regulations promulgated under the
Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee,
if the engagement terms are determined in accordance with the company’s compensation policy that was approved by the shareholders
by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the
insurance policy is not likely to materially impact the company’s profitability, assets or obligations. In addition, under regulations
promulgated under the Companies Law, with respect to the insurance of office holders of a company in which there is a controlling shareholder
who is also an office holder, a board approval is also required, subject to meeting the aforesaid conditions.
The Registrant’s amended
and restated articles of association permit it to exculpate (subject to the aforesaid limitation), indemnify and insure its office holders
to the fullest extent permitted or to be permitted by the Companies Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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 23, 2024.
| |
WEARABLE DEVICES LTD. |
| |
|
|
| |
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 |
| |
|
|
|
|
| /s/ Asher Dahan |
|
Chief Executive Officer, Director |
|
December 23, 2024 |
| Asher Dahan |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Alon Mualem |
|
Chief Financial Officer |
|
December 23, 2024 |
| Alon Mualem |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Eli Bachar |
|
Director |
|
December 23, 2024 |
| Eli Bachar |
|
|
|
|
| |
|
|
|
|
| /s/ Yaacov Goldman |
|
Director |
|
December 23, 2024 |
| Yaacov Goldman |
|
|
|
|
| |
|
|
|
|
| /s/ Ilana Lurie |
|
Director |
|
December 23, 2024 |
| Ilana Lurie |
|
|
|
|
| |
|
|
|
|
| /s/ Guy Wagner |
|
Director |
|
December 23, 2024 |
| Guy Wagner |
|
|
|
|
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 23, 2024.
| |
/s/ Mudra Wearable, Inc. |
| |
Mudra Wearable, Inc. |
II-5
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 23, 2024
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 registration of 565,970 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.)
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
Wearable Devices Ltd.
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 pertaining to the 2024 Global Equity Incentive Plan of Wearable Devices Ltd. (“the Company”)
of our report dated March 13, 2024, relating to the consolidated financial statements of the Company as of December 31, 2023 and 2022
and for each of the years in the three-year period ended December 31, 2023 appearing in the Company’s Annual Report on Form 20-F
for the year ended December 31, 2023. Our report contains an explanatory paragraph regarding the Company’s ability to continue as
a going concern.
Ziv Haft
Certified Public Accountants (Isr.)
BDO Member Firm
December 23, 2024
Tel Aviv, Israel
Exhibit 107
Calculation of Filing
Fee Tables
Form S-8
(Form Type)
Wearable Devices Ltd.
(Exact Name of Registrant
as Specified in its Charter)
Newly Registered Securities
| | |
Security
Type | |
Security
Class Title | |
Fee
Calculation | |
Amount
Registered
(1) | |
|
Proposed
Maximum
Offering
Price
Per Share | | |
Proposed
Maximum
Aggregate
Offering
Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| | |
Newly Registered Securities | |
| Fees to Be Paid | |
Equity | |
Ordinary Shares, no par value per share | |
Rule 457(h) | |
565,970 | (2) |
|
$ | 1.83 | (3) | |
$ | 1,035,725.10 | | |
| 0.00015310 | | |
$ | 158.57 | |
| | |
Total Offering Amounts | |
|
| | | |
$ | 1,035,725.10 | | |
| | | |
$ | 158.57 | |
| | |
Total Fees Previously Paid | |
| |
|
| | | |
| | | |
| | | |
$ | 0 | |
| | |
Total Fee Offsets | |
| |
|
| | | |
| | | |
| | | |
$ | 0 | |
| | |
Net Fee Due | |
| |
|
| | | |
| | | |
| | | |
$ | 158.57 | |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional securities
which may be offered and issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions. |
| (2) | Represents Ordinary Shares reserved for issuance upon the
exercise of options that may be granted under the plan to which this Registration Statement relates. |
| (3) | The fee is based on the number of Ordinary Shares which may
be issued under the Registrant’s 2024 Global Equity Incentive Plan that this Registration Statement on Form S-8 relates to and
is estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee
based upon the average of the high and low sales price of the Ordinary Shares as reported on the Nasdaq Capital Market on December 20,
2024. |
Wearable Devices (NASDAQ:WLDSW)
Historical Stock Chart
From Nov 2024 to Dec 2024
Wearable Devices (NASDAQ:WLDSW)
Historical Stock Chart
From Dec 2023 to Dec 2024
