As
filed with the Securities and Exchange Commission on September 5, 2023
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. 2015 Share Option 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
On
February 17, 2023, Wearable Devices Ltd., an Israeli
company (the “Registrant”), filed a Registration Statement on Form S-8 (File
No. 333-269869) (the “Original Registration Statement”), with the U.S. Securities and Exchange Commission (the “Commission”),
to register an aggregate of 1,884,687 ordinary shares, NIS 0.01 par value per share (“Ordinary Shares”), that
may be issued pursuant to the Registrant’s 2015 Share Option Plan (the “Plan”), as amended from time to time.
The
Registrant is filing this Registration Statement on Form S-8 with the Commission to register an additional 931,139 Ordinary Shares that
may be issued under the Plan. The Registrant’s board of directors approved increasing the reservation of the aforementioned additional
shares under the Plan on August 23, 2023.
Pursuant
to General Instruction E to Form S-8, the contents of the Original Registration Statement are incorporated herein by reference, except
for Item 3 and Item 8 of Part II of the Original Registration Statement, which are being updated by this registration statement.
PART
II
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
following documents filed by Wearable Devices Ltd., an Israeli company (the “Registrant”), with the U.S. Securities
and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:
(a)
(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission
on March 22, 2023;
(b)
The Registrant’s Reports of Foreign Private Issuer on Form 6-K filed with the Commission on January 4, 2023 (with respect
to the first two and the third paragraphs and the section titled “Forward-Looking Statements” only), January 10, 2023 (with
respect to the first paragraph and the section titled “Forward-Looking Statements” only), February 9, 2023 (with respect
to the first two paragraphs and the section titled “Forward-Looking Statements” only), February 16, 2023 (with respect to
the first two paragraphs and the section titled “Forward-Looking Statements” only), March 22, 2023 (with respect to the first
three and the last two paragraphs, the section titled “Forward-Looking Statements” and the GAAP financial statements only),
May 23, 2023, May 25, 2023, June 1, 2023 (with respect to the first two and the fourth paragraphs and the section titled “Forward-Looking
Statements” only), June 12, 2023, August 25, 2023 (with respect to the first paragraph the sections titled “Financial Review,”
“Year-To-Date Operational Highlights,” and “Forward-Looking Statements” and the financial statements in the press
release attached as Exhibit 99.1 to the Form 6-K), August 29, 2023 and August 31, 2023; and
(c)
The description of the Registrant’s ordinary shares, NIS 0.01 par value per share, (the “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”), including any 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 September 5, 2023.
| |
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 |
|
September 5, 2023 |
| Asher Dahan |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Alon Mualem |
|
Chief Financial Officer |
|
September 5, 2023 |
| Alon
Mualem |
|
(Principal Financial
and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Eli Bachar |
|
Director |
|
September 5, 2023 |
| Eli Bachar |
|
|
|
|
| |
|
|
|
|
| /s/ Yaacov
Goldman |
|
Director |
|
September 5, 2023 |
| Yaacov Goldman |
|
|
|
|
| |
|
|
|
|
| /s/ Ilana
Lurie |
|
Director |
|
September 5, 2023 |
| Ilana Lurie |
|
|
|
|
| |
|
|
|
|
| /s/ Guy Wagner |
|
Director |
|
September 5, 2023 |
| 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 September 5, 2023.
| |
/s/
Mudra Wearable, Inc. |
| |
Mudra Wearable, Inc. |
II-3
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 |
September 5, 2023
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 an additional 931,139 of the Company’s ordinary shares, NIS 0.01 par value per share (the “Additional Shares”),
issuable under the Wearable Devices Ltd. 2015 Share Option 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 articles of association of the Company, 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 Shares and any equity awards that provide for the acquisition thereof will be granted in accordance
with the Plan and the Company’s articles of association.
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 Additional Shares issuable under the Plan have been duly authorized and, when issued
and paid for in accordance with the terms of the Plan and applicable option grant, 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 2015 Share Option Plan, as amended, of our report dated March 21, 2023, relating
to the consolidated financial statements of Wearable Devices Ltd. as of December 31, 2022 and 2021 and for each of the years in the three-year
period ended December 31, 2022 appearing in the Company’s Annual Report on Form 20-F.
| /s/ Ziv Haft |
|
| Ziv Haft |
|
| Certified Public Accountants (Isr.) |
|
| BDO Member Firm |
|
September 5, 2023
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, NIS 0.01 par value per share |
|
Rule 457(h) |
|
|
120,000 |
|
|
$ |
1.32 |
(2) |
|
$ |
158,400 |
|
|
|
.00011020 |
|
$ |
17.46 |
|
| |
|
|
|
|
|
|
|
|
811,139 |
(3) |
|
$ |
1.16 |
(4) |
|
$ |
938,082 |
|
|
|
.00011020 |
|
$ |
103.38 |
|
| |
|
Total Offering Amounts |
|
|
|
|
|
|
$ |
1,096,482 |
|
|
|
|
|
$ |
120.84 |
|
| |
|
Total Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0 |
|
| |
|
Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0 |
|
| |
|
Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
120.84 |
|
| (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) |
Computed in accordance
with Rule 457(h) promulgated under the Securities Act based on the exercise price of the options underlying ordinary shares of the
Company, NIS 0.01 par value per share (“Ordinary Shares”). |
| |
|
| (3) |
Represents Ordinary Shares
reserved for issuance upon the exercise of options that may be granted under the plan to which this Registration Statement relates. |
| |
|
| (4) |
The fee is based on the
additional number of Ordinary Shares which may be issued under the Registrant’s 2015 Share Option Plan, as amended, 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 September 1, 2023. |
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