S-8 1 ea0305808-s8_wearable.htm REGISTRATION STATEMENT

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

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-Tnufa 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.

Ilana Levin, Esq.

Sullivan & Worcester LLP

1251 Avenue of the Americas

New York, NY 10020

Tel: 212.660.3000

Gal Cohen, Adv.

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

HaArba’a Towers

28 HaArba’a St.

North Tower, 14th 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 753,788 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 159,079 Ordinary Shares, 15,721 Ordinary Shares, 72,640 Ordinary Shares and 186,512 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 March 3, 2026 (File No. 333-293968), December 23, 2024 (File No. 333-284010), September 10, 2025 (File No. 333-290148), and December 1, 2025 (File No. 333-291857) (collectively, the “Prior Registration Statements”). All Ordinary Share amounts herein have been adjusted for all prior reverse share splits of the Ordinary Shares as of September 17, 2026.

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, 2025, filed with the Commission on March 12, 2026;

(b) The Registrant’s Reports of Foreign Private Issuer on Form 6-K (“Form 6-K”) filed with the Commission on April 21, 2026, April 24, 2026 (with respect to the first three and the fifth paragraphs and the section titled “Forward-Looking Statements Disclaimer” in the press release attached thereto as Exhibit 99.1 only), April 24, 2026 (with respect to the first, second, third and the fifth paragraphs and the section titled “Forward-Looking Statements Disclaimer” in the press release attached thereto as Exhibit 99.1), May 13, 2026 (with respect to the first, second, third, fourth and sixth paragraphs and the section titled “Forward-Looking Statements Disclaimer” in the press release attached thereto as Exhibit 99.1 only), May 18, 2026, June 4, 2026 (with respect to the first, second, third and sixth paragraphs and the section titled “Forward-Looking Statements Disclaimer” in the press release attached thereto as Exhibit 99.1 only), June 4, 2026, June 17, 2026, July 27, 2026, August 4, 2026, August 5, 2026, August 10, 2026, August 11, 2026 (with respect to the first three and the fifth paragraphs and the section titled “Forward-Looking Statements Disclaimer” in the press release attached thereto as Exhibit 99.1), August 24, 2026 (other than the second, third, fourth and fifth paragraphs of the press release attached thereto as Exhibit 99.3) and September 15, 2026; 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, 2025, filed with the Commission on March 12, 2026, 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.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Indemnification

The Israeli Companies Law, 5759-1999 (the “Companies Law”) and the Israeli Securities Law, 5728-1968 (the “Securities 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 (a) 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 (b) 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 shall provide 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.

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Insurance

	●	breach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder;

	●	a breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and

	●	a financial liability imposed upon him or her in favor of another person.

We currently have directors’ and officers’ liability insurance for the benefit of our company and all of our directors and officers.

Exemption

Under the Companies Law, an Israeli company may not exempt an office holder from liability for a breach of his or her duty of loyalty, but may exempt 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 exemption is included in its articles of association. The Registrant’s amended and restated articles of association provide that it may exempt, 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. Subject to the aforesaid limitations, and to other limitations detailed in the indemnification agreements, the Registrant exempts and release our 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 exempt 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 exemption) 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, exemption, 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 certain office holders or under certain circumstances, also 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 exempt (subject to the aforesaid limitation), indemnify, and insure its office holders to the fullest extent permitted or to be permitted by the Companies Law.

The foregoing descriptions summarize some material aspects and practices of our board of directors. For additional details, we refer you to the full text of the Companies Law, as well as our amended and restated articles of association.

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ITEM 8. EXHIBITS.

5.1		Opinion of Sullivan & Worcester Tel Aviv (Har-Even & Co.), Israeli counsel to Wearable Devices Ltd.

23.1		Consent of Ziv Haft, Certified Public Accountants, Isr., BDO member firm, an independent registered public accounting firm.

23.2		Consent of Sullivan & Worcester Tel Aviv (Har-Even & Co.) (included in Exhibit 5.1).

24.1		Power of Attorney (included on signature page).

99.1		Wearable Devices Ltd. 2024 Global Equity Incentive Plan (filed as Exhibit 10.1 to Form 6-K (File No. 001-41502) filed on August 22, 2024 and incorporated herein by reference).

107		Filing Fee Table.

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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 17, 2026.

	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 United States Securities and Exchange Commission, 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 17, 2026
Asher Dahan	(Principal Executive Officer)

/s/ Alon Mualem	Chief Financial Officer	September 17, 2026
Alon Mualem	(Principal Financial and Accounting Officer)

/s/ Oz Adler	Chairman of the Board of Directors	September 17, 2026
Oz Adler

/s/ Eli Bachar	Director	September 17, 2026
Eli Bachar

/s/ Gabriel Kabazo	Director	September 17, 2026
Gabriel Kabazo

/s/ Kobbi Nir	Director	September 17, 2026
Kobbi Nir

/s/ Hila Kiron Revach	Director	September 17, 2026
Hila Kiron Revach

/s/ Avichay Vardi	Director	September 17, 2026
Avichay Vardi

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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 September 17, 2026.

	/s/ Mudra Wearable, Inc.
	Mudra Wearable, Inc.

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