POS AM 1 ea0305842-posam1_wearable.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3

As filed with the Securities and Exchange Commission on September 17, 2026

Registration No. 333-291100

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Wearable Devices LTD.

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

State of Israel		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5 Ha-Tnufa St.

Yokne’am Illit, 2066736 Israel

Tel: +972.4.6185670

(Address and telephone number of Registrant’s principal executive offices)

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.

Howard E. Berkenblit, Esq.

Ilana Neck Levin, Esq.

Sullivan & Worcester LLP

1251 Avenue of the Americas

New York, NY 10020

Tel: (212) 660-3000

Reut Alfiah, Adv.

Gal Cohen, Adv.

Sullivan & Worcester Tel Aviv (Har-Even & Co.)

28 HaArba’a St. HaArba’a Towers

North Tower, 14th floor

Tel Aviv, Israel 6473925

Tel: +972 74-758-0480

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☒

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) amends the Registration Statement on Form F-3, Registration No. 333-291100 (the “Registration Statement”) of Wearable Devices Ltd., a corporation incorporated under the laws of the State of Israel (the “Registrant”), which was filed with the Securities and Exchange Commission (the “SEC”), pertaining to the resale by the selling shareholder named in the Registration Statement of up to 369,111 ordinary shares, no par value per share (the “Ordinary Shares”), of the Registrant.

The Registration Statement

On August 6, 2025, the Registrant entered into an inducement letter, (the “August Inducement Agreement”) with a certain investor pursuant to which the investor agreed to exercise for cash 184,556 warrants to purchase up to 184,556 Ordinary Shares, originally issued on April 30, 2025 at an exercise price of $13.05 per Ordinary Share (the “Existing Warrants”). In consideration of the immediate exercise of the Existing Warrants, the Registrant sold to the investor 369,111 warrants to purchase up to 369,111 Ordinary Shares at an exercise price of $15.39 per share (the “August Warrants”).

Under the terms of the August Inducement Agreement, the Registrant agreed with the investor to register for resale the Ordinary Shares underlying the August Warrants. As a result, the Registrant filed with the SEC the Resignation Statement on for the resale of the Ordinary Share underlying the August Warrants.

The Registrant undertook to cause the Registration Statement to remain effective under the Securities Act of 1933, as amended (the “Securities Act”), until the date when all the Ordinary Shares underlying the August Warrants have been sold. The Registrant’s commitment to keep the Registration Statement effective has expired due to the sale by the selling shareholder of all the Ordinary Shares underlying the August Warrants.

In connection with the above, the Registrant has terminated all offerings of the Ordinary Shares pursuant to the Registration Statement under the Securities Act. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any Ordinary Shares which remain unsold at the termination of the offering, the Registrant hereby removes from registration all Ordinary Shares registered under the Registration Statements that remain unsold as of the date hereof, if any, and terminates the effectiveness of each of the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.

SIGNATURES

Pursuant to the requirement 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-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Yokne’am Illit, the state of Israel on September 17, 2026.

	Wearable Devices Ltd.

	By:	/s/ Asher Dahan
		Asher Dahan
		Chief Executive Officer

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.