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UPLOAD Filing

Wearable Devices Ltd.
Date: Sept. 30, 2025 · CIK: 0001887673 · Accession: 0000000000-25-010669

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File numbers found in text: 333-290362

Date
September 30, 2025
Author
Office of Technology
Form
UPLOAD
Company
Wearable Devices Ltd.

Letter

September 30, 2025 Alon Mualem Chief Financial Officer Wearable Devices Ltd. 5 Ha-Tnufa Street Yokne'am Illit 2066736 Israel Re:Wearable Devices Ltd. Registration Statement on Form F-1 Filed September 18, 2025 File No. 333-290362 Dear Alon Mualem: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form F-1 filed September 18, 2025. Risk Factors, page 4 1.We note your disclosure in the offering section and elsewhere that the number of ordinary shares outstanding after this offering is based on 5,646,263 shares and excludes the 3,322,000 ordinary shares issuable upon the exercise of warrants under the August 2025 warrant inducement agreement, and that those warrants have a $1.71 exercise price, which is well below the current trading price. Please expand your risk factors to disclose the extent of the dilution your shareholders will experience as a result of the 3,322,000 shares to be issued. In addition, discuss the fact that the exercise price is currently below the trading price and the likelihood that they will be exercised.

September 30, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Howard E. Berkenblit

Show Raw Text
September 30, 2025
Alon Mualem
Chief Financial Officer
Wearable Devices Ltd.
5 Ha-Tnufa Street
Yokne'am Illit 2066736 Israel
Re:Wearable Devices Ltd.
Registration Statement on Form F-1
Filed September 18, 2025
File No. 333-290362
Dear Alon Mualem:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form F-1 filed September 18, 2025.
Risk Factors, page 4
1.We note your disclosure in the offering section and elsewhere that the number of
ordinary shares outstanding after this offering is based on 5,646,263 shares and
excludes the 3,322,000 ordinary shares issuable upon the exercise of warrants under
the August 2025 warrant inducement agreement, and that those warrants have a $1.71
exercise price, which is well below the current trading price. Please expand your risk
factors to disclose the extent of the dilution your shareholders will experience as a
result of the 3,322,000 shares to be issued. In addition, discuss the fact that the
exercise price is currently below the trading price and the likelihood that they will be
exercised.

September 30, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Howard E. Berkenblit