UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of September 2024 (Report No. 2)

 

Commission file number: 001-41502

 

WEARABLE DEVICES Ltd.

(Translation of registrant’s name into English)

 

5 Ha-Tnufa Street

Yokne-am Illit, Israel 2066736

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F       Form 40-F

 

 

 

 

 

 

CONTENTS

 

This Report of Foreign Private Issuer on Form 6-K (this “Report”), of Wearable Devices Ltd. (the “Company”) consists of the Company’s: (i) Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2024, which are attached hereto as Exhibit 99.1; (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2024, which is attached hereto as Exhibit 99.2; and (iii) a press release issued by the Company on September 23, 2024 titled “Wearable Devices Announces First Half 2024 Financial Results”, which is attached hereto as Exhibit 99.3.

 

This Report (other than the fifth, sixth and seventh paragraphs of Exhibit 99.3 furnished herewith) is incorporated by reference into the registration statements on Form S-8 (File Nos. 333-269869 and 333-274343) and on Form F-3 (File No. 333-274841) of the Company, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

1

 

 

EXHIBIT INDEX

 

Exhibit No.    
99.1   Wearable Devices Ltd.’s Unaudited Interim Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2024.
99.2   Wearable Devices Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the Six Months Ended June 30, 2024.
99.3   Press release titled “Wearable Devices Announces First Half 2024 Financial Results”.

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Wearable Devices Ltd.
     
Date: September 23, 2024 By: /s/ Asher Dahan
    Asher Dahan
    Chief Executive Officer

 

 

3

 

 

Exhibit 99.1

 

WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

AS OF JUNE 30, 2024

UNAUDITED

 

INDEX

 

  Page
   
Interim Condensed Consolidated Balance Sheets 2–3
   
Interim Condensed Consolidated Statements of Comprehensive Loss 4
   
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity 5
   
Interim Condensed Consolidated Statements of Cash Flows 6
   
Notes to the Interim Condensed Consolidated Financial Statements 7–13

 

- - - - - - - - - - - -

 

 

 

 

WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars (in thousands)

 

   June 30,   December 31, 
   2024   2023 
ASSETS        
         
CURRENT ASSETS:        
         
Cash and cash equivalents   3,103    810 
Short-term bank deposits   57    4,045 
Account receivable   47    
-
 
Governmental grant receivable   7    108 
Other receivables and prepaid expenses   306    757 
Inventories   1,218    1,032 
           
TOTAL CURRENT ASSETS   4,738    6,752 
           
NON-CURRENT ASSETS:          
           
Long-term bank deposits   
-
    54 
Right-of-use assets   458    592 
Property and equipment, net   176    194 
           
TOTAL NON-CURRENT ASSETS   634    840 
           
TOTAL ASSETS   5,372    7,592 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

2

 

 

WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars (in thousands)

 

      June 30,   December 31, 
   Note  2024   2023 
LIABILITIES AND SHAREHOLDERS’ EQUITY           
            
CURRENT LIABILITIES:           
Accounts payables      175    410 
Advance payments      101    312 
Accrued payroll and other employment related accruals      641    579 
Convertible promissory note      1,934    
-
 
Accrued expenses      386    190 
Lease liabilities      296    297 
TOTAL CURRENT LIABILITIES      3,533    1,788 
Lease liabilities      144    278 
TOTAL LIABILITIES      3,677    2,066 
              
SHAREHOLDERS’ EQUITY             
Ordinary shares, NIS 0.01 par value:             
Authorized 50,000,000 as of June 30, 2024 and December 31, 2023; issued and outstanding 20,887,428 shares as of June 30, 2024 and 20,387,428 shares as of December 31, 2023  1   58    57 
Additional paid-in capital  1   27,070    26,692 
Accumulated losses      (25,433)   (21,223)
              
TOTAL SHAREHOLDERS’ EQUITY      1,695    5,526 
              
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY      5,372    7,592 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

3

 

 

WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

U.S. dollars (in thousands)

 

   Six months ended
June 30,
   Six months ended
June 30,
 
   2024   2023 
   U.S. dollars
in thousands
(except per share
 amounts)
 
         
Revenues   394    12 
Expenses:          
Cost of revenues   (315)   (3)
Research and development, net   (1,616)   (1,560)
Sales and marketing expenses   (1,083)   (1,050)
General and administrative expenses   (1,601)   (1,453)
OPERATING LOSS   (4,221)   (4,054)
FINANCING INCOME, NET   11    158 
           
NET LOSS AND TOTAL COMPREHENSIVE LOSS   (4,210)   (3,896)
           
Net loss per ordinary share, basic and diluted
   (0.21)   (0.26)
           
Weighted average number of ordinary shares outstanding basic and diluted*
   20,392,984    15,254,457 

 

*The weighted average number of ordinary shares is excluding the warrants and options described in note 4 below as they are anti-dilutive.

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

4

 

 

WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

U.S. dollars (in thousands) (except for share numbers)

 

   Ordinary shares   Additional         
   Number       paid-in   Accumulated     
   of shares   Amount   capital   losses   Total 
       U.S. dollars in thousands  

 

U.S. dollars in thousands

 
                     
BALANCE AS OF DECEMBER 31, 2022   15,049,720      43    23,346    (13,409)   9,980 
CHANGES DURING THE SIX MONTHS ENDED JUNE 30, 2023:                         
Issuance of shares to April 2021 investors (Note 4a)   169,125    1    (1)   
-
    
-
 
Exercise of options   724,139    2    1,446    
-
    1,448 
Share-based compensation   -    
-
    109    
-
    109 
Comprehensive loss   -    
-
    
-
    (3,896)   (3,896)
BALANCE AS OF JUNE 30, 2023   15,942,984    46    24,900    (17,305)   7,641 
                          
BALANCE AS OF DECEMBER 31, 2023    20,387,428    57    26,692    (21,223)   5,526 
CHANGES DURING SIX MONTHS ENDED JUNE 30, 2024:                         
Issuance of shares associated with the SEPA (see note 5)   500,000    1    266    
-
    267 
Share-based compensation   -    
-
    112    
-
    112 
Comprehensive loss   -    
-
    
-
    (4,210)   (4,210)
BALANCE AS OF JUNE 30, 2024   20,887,428    58    27,070    (25,433)   1,695 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

5

 

 

WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 


U.S. dollars (in thousands)

 

   Six months ended
June 30,
 
   2024   2023 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss   (4,210)   (3,896)
           
Adjustments required to reconcile net loss to net cash used in operating activities          
           
Depreciation   54    23 
Accrued interest on deposits   39    *(19)
Interest expenses on convertible promissory note   14    
-
 
Share based compensation expenses   112    109 
Unrealized gain from foreign currency derivative activities   61    
-
 
           
Changes in operating assets and liabilities items:          
Increase in inventory   (186)   (6)
Increase in accounts receivables   (47)   
-
 
Decrease (increase) in governmental grants receivables   101    (29)
Decrease (increase) in other receivables and prepaid expenses   380    (95)
(Decrease) increase in advance payments   (211)   20 
Decrease in deferred revenues   
-
    (12)
Decrease in accounts payable   (236)   (44)
Increase in accrued payroll and other employment related accruals   62    163 
Increase in accrued expenses   206    48 
Net cash used in operating activities   (3,861)   (3,738)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of property and equipment   (36)   (93)
Proceeds (investments) associated with deposits, net   4,003    *(2,036)
Net cash (used in) provided by investing activities   3,967    (2,129)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from issuance of convertible promissory note (see note 5)   1,920    
-
 
Proceeds from issuance of ordinary shares as a result of exercise of warrants   
-
    1,448 
Proceeds from issuance of ordinary shares associated with the SEPA (see note 5)   267      
Net cash provided by financing activities   2,187    1,448 
           
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   2,293    (4,419)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   810    10,373 
CASH AND CASH EQUIVALENTS AT END OF PERIOD   3,103    5,954 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
Interest received from deposits   110   159
Right-of-use asset recognized against lease liability   
-
    446 

 

*Reclassified

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

6

 

 

WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1:–GENERAL

 

a.

Wearable Devices Ltd. (the “Company”) was incorporated in Israel in March 2014. The Company develops and sells human-machine interface solutions for the smart wearables industry. The Company is still in its development stage and at an early stage of generating revenues. The Company’s products are designated directly to end users and also designated to businesses in integration of its technology in their smart wearable devices. The Company’s ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), and warrants began trading on the Nasdaq Capital Market (“Nasdaq”) on September 13, 2022, under the symbols “WLDS” and “WLDSW,” respectively (see Note 4a below).

 

The Company’s revenues were derived from:

 

1)

The sales of business to consumer (“B2C”) product, the “Mudra Band”.

 

2)

The sales of business to business Mudra development kits composed of multiple performance obligations including tangible parts (“Hardware”) and a limited period (generally one year) application programming interface with no commercial rights, to enable the customer to evaluate the Company’s solution with its own products.

 

3)

The sales of pilot transactions to evaluate the integration of the Company’s solution with the customer’s products composed of multiple performance obligations including Hardware, tailor-made software applications and technical support during the pilot period.

 

In the six months ended June 30, 2024, most of the Company’s revenues were derived from the sales of Mudra Band to B2C customers.

 

In the six months ended June 30, 2023, all of the Company’s revenues were derived from the sales of Mudra development kits.

 

  b. In 2018, the Company established a wholly owned subsidiary in the United States for the purpose of marketing and distribution of its solutions – Mudra Wearable, Inc. – which commenced its operations in 2020.

 

  c. The Company’s headquarters is located in Israel. Starting from October 7, 2023 Israel is in the War of Iron Swords (“the War”). This situation has resulted in a notable increase in military activity along the southern and northern borders of the country. As of the date of this report, the events of the war have disrupted business and economic activity in Israel. The continuation of the war for an extended period may have consequences for many industries and different geographical areas in the country (particularly in the southern and northern areas of the country including the company’s location). Further, many Israeli citizens are obligated to perform several days, and in some cases, more, of annual military reserve duty each year until they reach the age of 40 (or older for certain reservists) and, in the event of a military conflict, may be called to active duty. As of today, these events have had no material impact on the Company’s operations.  

 

d.The accompanying interim condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. To date, the Company is still at its development stage and at an early stage of generating revenues. Therefore, the Company has suffered recurring losses from operations and negative cash flows from operations since inception. In September 2022, the Company completed an initial public offering (the “IPO”) on Nasdaq and raised net proceeds of $13.3 million. In November 2023, the Company completed a secondary offering and raised net proceeds of $1.7 million.

 

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WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1:–GENERAL (cont.):

  

On June 6, 2024, WLDS entered into a Standby Equity Purchase Agreement (the “SEPA”), with YA II PN, Ltd. (“YA”), a fund managed by Yorkville Advisors Global, LP. Pursuant to the terms of the SEPA, YA is committed to purchase up to $10 million (the “Commitment Amount”), of the Company’s Ordinary Shares at any time during the three-year period following the execution date of the SEPA. Any sale of Ordinary Shares pursuant to the SEPA is subject to certain limitations, including that YA may not accept any purchase of Ordinary Shares that would result in it owning more than 4.99% of our Ordinary Shares.

 

During June 2024, the Company issued 500,000 Ordinary Shares pursuant to the SEPA for proceeds of $267 thousand.

 

In addition, and subject to certain conditions (see also note 5), the Company may request pre-paid advances in an amount up to $3.0 million. The Company requested, and received during June 2024, an initial pre-paid advance of $2 million (the “Convertible promissory note”) in connection with the execution of the SEPA.

 

As of June 30, 2024, the Company had incurred accumulated losses of $25.4 million and expects to continue to fund its operations through fundings, such as issuances of convertible securities, Ordinary Shares and warrants and through Israeli governmental grants. There is no assurance that such financing will be obtained. Considering the above, the Company’s dependency on external funding for its operations raises a substantial doubt about the Company’s ability to continue as a going concern. The interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

NOTE 2 – BASIS FOR PREPARATION

 

The Company’s accompanying condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
(“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements.

 

These condensed interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements and related notes for the year ended December 31, 2023 (the “Annual Financial Statements”).

 

There have been no changes in the Company’s significant accounting policies during the six months ended June 30, 2024, as compared to the critical accounting policies described in note 2 to the Annual Financial Statements, except as follows:

 

Convertible promissory note- see note 5.

 

Debt discounts represent issuance costs related to Convertible promissory note and are included in the condensed consolidated balance sheets as a direct deduction from the principal amount of the Convertible promissory note. Debt discounts are amortized over the term of the related note and are included in the interest expense

 

NOTE 3 – RELATED PARTIES

 

The employment expenses of the Company’s co-founders who each owns more than 5% of the Company’s Ordinary Shares: Asher Dahan (the Chairman of the Board of Directors (the “Board”) and the Chief Executive Officer (“CEO”) of the Company), Guy Wagner (President, Director and Chief Scientific Officer of the Company) and Leeor Langer (the Chief Technology Officer of the Company), for the six months ended June 30, 2024 and 2023 amounted to $154 thousand and $158 thousand, respectively. Starting from September 2022, their monthly salaries were NIS 70 thousand (approximately $19 thousand, plus social benefits and leased car).

 

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WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4 – EQUITY

 

a.Share capital:

 

In September 2022, the Company completed the IPO, in which it issued 3,750,000 Ordinary Shares and warrants to purchase 8,625,000 Ordinary Shares.

 

The warrants have been exercisable immediately upon issuance, at an exercise price of $4.00 per Ordinary Share and are exercisable until September 12, 2027. On September 16, 2022, 40,000 warrants were exercised into 40,000 Ordinary Shares. On December 14, 2022, the exercise price of the warrants was adjusted to $2.00 per Ordinary Share (the “Exercise Price Adjustment”). Following the Exercise Price Adjustment, on February 16, 2023, as a result of the IPO, the Company issued an aggregate of 169,125 Ordinary Shares to certain holders who invested in the Company in April 2021. 

 

In June 2023, 724,139 warrants were exercised into 724,139 Ordinary Shares at an exercise price of $2.00 per Ordinary Share.

 

 

During November 2023, the Company completed a follow-on public offering for gross proceeds of $2 million, in which the Company issued 4,444,444 Ordinary Shares priced to the public at $0.45 per share.

 

On June 6, 2024, the Company entered into the SEPA with YA. According to the SEPA, the Company will have the sole right in its discretion to sell shares to YA from time to time by issuing advance notices to YA following the effectiveness of a registration statement with the Securities and Exchange Commission registering the Ordinary Shares issuable pursuant to the SEPA and the satisfaction of other customary conditions (See also note 5).

 

During June 2024, the Company issued 500,000 Ordinary Shares pursuant to the SEPA for proceeds of $267 thousand.

 

b.Share-based compensation:

 

Equity Warrants to investors and associated with the IPO, as of June 30, 2024:

 

Number of warrants/ options  Issuance date  Exercise price   Exercise ratio  Expiration date  Notes
7,860,861  September 13, 2022  $2.00   Each warrant is exercisable into 1 Ordinary Share  5 years following the issuance date  Registered for trading
187,500  September 15, 2022  $5.31   Each warrant is exercisable into 1 Ordinary Share  5 years following the issuance date  Owned by underwriter
23,640  September 15, 2022  $4.23   Each warrant is exercisable into 1 Ordinary Share  10 years following the issuance date  Owned by the legal advisor

 

The reported sale prices of Company’s Ordinary Shares and warrants on Nasdaq was $0.276 and $0.0106, respectively, as of September 20, 2024.

 

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WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4 – EQUITY (cont.):

 

Options to employees

 

Below is a summary of the Company’s option activity and related information with respect to options outstanding at the beginning and end of each period:

 

   Number of Options   Weighted-average exercise price 
         
Outstanding as of January 1, 2024   1,454,764   $0.777 
           
Expired or forfeited   (5,000)  $1.317 
           
Outstanding as of June 30, 2024   1,449,764   $0.775 
           
Exercisable as of June 30, 2024   956,042   $0.586 

 

During the six month period ended June 30, 2024, the Company did not grant any new options to purchase Ordinary Shares.

 

Options to consultants

 

The Company’s outstanding options to consultants as of June 30, 2024 were as follows:

 

Issuance date   In connection with    

No. of options

issued

   

Exercise

price

   

No. of options

exercisable

 
2015     Services rendered       110,655     $ 0.003       110,655  
2017     Services rendered       36,885     $ 0.003       36,885  
2021     Services rendered       69,090     $ 0.003 - $2.25       69,090  
2023     Services rendered       100,000     $ 0.546       51,111  

 

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WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – SIGNIFICANT EVENTS IN THE REPORTING PERIOD

  

On June 6, 2024 (the “Effective Date”), the Company entered into the SEPA with YA, a fund managed by Yorkville Advisors Global, LP. Pursuant to the terms of the SEPA, YA is committed to purchase up to the Commitment Amount, of the Company’s Ordinary Shares at any time during the three-year period following the execution date of the SEPA. The purchase price of the Ordinary Shares sold to YA is equal to 97% of the lowest volume weighted average price (“VWAP”) of the Company’s Ordinary Shares during a pricing period of 3 consecutive trading days commencing on the trading day of the delivery of an advance notice by the Company. During June 2024, the Company issued 500,000 Ordinary Shares for proceeds of $267 thousand.

 

According to the SEPA, the Company will have the sole right in its discretion to sell shares to YA from time to time by issuing advance notices to YA. In addition, the company also agreed to pay YA the Commitment Fee by issuance of the Company’s Ordinary shares, equal to $100,000, or 1.0% of the aggregate amount available to be sold under the SEPA, as consideration for its irrevocable commitment to purchase Ordinary Shares under the SEPA. Fifty percent (50%) of the Commitment Fee shall be paid to YA on the that date that is 90 days from the Effective Date and the balance of 50% will be paid on that date that is 180 days from the Effective Date. On September 4, 2024, the Company and YA agreed to postpone the issuance of the first half of the Commitment Fee and to issue the full 1% of the Commitment Fee to YA on the that date that is 180 days from the Effective Date. The Commitment Fee will be paid by the issuance to YA of such number of Ordinary Shares that is equal to the balance of the Commitment Fee divided by the average of the daily VWAP of the Ordinary Shares during the 3 Trading Days immediately prior to the payment date. The Company has also paid to YA a structuring fee in the amount of $10,000.

 

Subject to certain conditions, the Company may request pre-paid advances of the Commitment Amount, in an amount up to $3 million, which will be evidenced by one or more Convertible promissory notes. The Company requested, and has received, an initial pre-paid advance of $2 million in connection with the execution of the SEPA.

 

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WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5 – SIGNIFICANT EVENTS IN THE REPORTING PERIOD (cont.):

 

Each Convertible promissory note will be discounted to 96% of the purchase price and be fully mature 12 months following its issuance and shall accrue interest on the outstanding principal balance thereon at a rate of 6% per annum, increasing to 18% per annum upon an Event of Default (as defined in the Convertible promissory note). Beginning 60 days after the issuance of a Convertible promissory note, the Company shall pay to YA a monthly installment payment of 10% of the original principal amount of the Convertible promissory note and accrued interest, payable in cash or by submitting an advance notice, where YA will offset the amount due to be paid to us under such notice against an equal amount of the monthly installment amount, at the Company’s option. If the Company elects to pay in cash, the installment amount shall also include a payment premium in the amount of 5% of the principal amount of the installment payment. Each Convertible promissory note will be convertible at a conversion price equal to $0.70 per Ordinary Share and contains customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s Ordinary Shares and the conversion price. Each Convertible promissory note will also contain anti-dilution provisions that provide that if the Company issues Ordinary Shares, or securities convertible into or exercisable or exchange for, shares of Ordinary Shares at a price per share that is less than the conversion price then in effect, then the conversion price of the Convertible promissory note upon each such issuance will be adjusted to the price equal to the consideration per share paid for such Ordinary Share or other securities.

 

The embedded conversion option has not bifurcated due to the fixed nature of the conversion price, which is closely indexed to the Company’s own shares. Additionally, there is no significant premium associated with the Convertible promissory note.

 

Moreover, the Company retains the option to settle the debt in shares pursuant to the SEPA conditions. Given that the Company will incur an additional cost, either in cash settlement or in shares settlement (in the form of discounted share price), the Convertible promissory note will bear a 5% premium.

 

The Convertible promissory note was recognized based on the amortized cost method and as of June 30, 2024 the Convertible promissory note, including accrued interest, amounted to approximately $1,934 thousand.

 

NOTE 6 – SUBSEQUENT EVENTS

 

a.On August 15, 2024, the Board approved the allocation and / or grant of additional options to purchase up to 175,000 Ordinary Shares to certain directors, officers and employees, with an exercise price of $0.434 per share. The options will expire at the earlier of (i) ten years from the date of grant or (ii) 90 days following the termination of employment or services. The fair value of each option as of the grant date, was $0.19, determined using the Black-Scholes option pricing model and the total expenses of approximately $24 thousand will be expensed over the option vesting periods of three years. The options allocated to the Company’s CEO and Chief Scientific Officer are subject to the shareholders’ meeting approval.

 

b.On August 15, 2024, the Board approved the Company’s 2024 Global Equity Incentive Plan (the “Incentive Plan”), which provides for the issuance of up to 4,570,606 Ordinary Shares of the Company. The Incentive Plan is subject to the approval of the Israeli Tax Authorities (the “ITA”). In addition, the Incentive Plan includes an Annex that governs the grants of awards to employees and other service providers who are citizens or resident aliens of the United States, subject to the approval of the shareholders’ meeting.

 

The Incentive Plan provides for the grant of options, shares, restricted shares or restricted share units to employees, non-employee directors, consultants, advisors, or service providers of the Company, as well as employees, non-employee directors, consultants, advisors, or service providers of any affiliate of the Company.

 

12

 

 

WEARABLE DEVICES LTD. AND ITS SUBSIDIARY

 

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6 – SUBSEQUENT EVENTS (cont.)

 

The Incentive Plan will continue for a term of ten years from the date of adoption by the Board, or until August 14, 2034, unless terminated earlier.

 

c.On August 15, 2024, the Board approved the Company’s 2024 Employee Stock Purchase Plan (the “ESPP”), which provides for the issuance of up to 5,000,000 Ordinary Shares and includes an Annex that governs the grants of awards to employees who are residents of the State of Israel. The ESPP is subject to the approval of shareholders’ meeting. Generally, all of the Company’s employees will be eligible to participate in the ESPP if they are employed by the Company, or employees of any participating subsidiary, provided that they have been employed by the Company or subsidiary for more than five months in a calendar year. The ESPP permits participants to purchase ordinary shares through payroll deductions in an amount equal to a whole percentage of from one to 15% of their ESPP eligible compensation (or such other limited established by the administrator in accordance with the terms of our ESPP) in an offering. The purchase price of the shares will be determined by the Committee in accordance with the terms of the ESPP, but the option price shall not be less than the lesser of 85 percent of the fair market value of the shares on the offering date, or 85 percent of the fair market value of the shares on the exercise date.

 

d.On October 24, 2023, the Company received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market LLC regarding its noncompliance with Nasdaq’s minimum bid price requirement because the closing bid price of the Ordinary Shares was below $1.00 per Ordinary Share for the previous 30 consecutive business days. The Company was granted 180 calendar days, or until April 22, 2024, to regain compliance with the minimum bid price requirement. Since the Company did not regain compliance with the minimum bid price requirement by April 22, 2024, it applied for an additional 180-calendar day grace period. On April 23, 2024, the Company received a notification letter from Nasdaq that the Company had been granted an additional 180-day compliance period, or until October 21, 2024, to regain compliance with Nasdaq’s minimum bid price rule.

  

On August 15, 2024, the Board approved, subject to the shareholders’ meeting approval, to cure the deficiency during the second compliance period by effecting a reverse stock split in ratio range of 1:10 to 1:20.

 

e.During the period following June 30, 2024 and until September 20, 2024, the Company issued to YA 3,215,602 Ordinary shares for the investment of $1.4 million, as part of the SEPA (see also note 5).

 

 

13

 

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Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

As of June 30, 2024, and for the Six Months then Ended

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

 

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

 

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

 

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

 

our ability to raise capital through the issuance of additional securities and our ability to continue as a going concern;

 

Surface Nerve Conductance becoming the industry standard input method for wearable computing and consumer electronics;

 

our ability to maintain and expand our existing customer base;

 

timing of the shipment to early-booking orders of our Mudra Band;

 

our ability to maintain and expand compatibility of our devices with a broad range of mobile devices and operating systems;

 

our ability to maintain our business models;

 

our ability to correctly predict the market growth;

 

our ability to remediate material weaknesses in our internal control over financial reporting;

 

our ability to retain our founders;

 

our ability to maintain, protect, and enhance our intellectual property;

 

the impact of competition and new technologies;

 

 

 

 

general market, political and economic conditions in the countries in which we operate;

 

projected capital expenditures and liquidity;

 

our ability to comply with Nasdaq Capital Market listing requirements;

  

the global political and economic environment in countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the Israel-Gaza Strip war and conflicts with Hezbollah in Lebanon; and

 

litigation.

 

The foregoing list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting our company, reference is made to our Annual Report on Form 20-F for the year ended December 31, 2023, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 15, 2024, and the other risk factors discussed from time to time by our company in reports filed or furnished to the SEC.

 

Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

Operating Results

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included in our Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2024, included elsewhere in this Report on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.

 

Overview

 

We are a growth company developing a non-invasive neural input interface in the form of a wearable wristband for controlling digital devices using subtle finger gestures and hand movements. Since our technology was introduced to the market in 2014, we have been working with both B2B and B2C customers as part of our push-pull strategy. We are now in the transition phase from research and development to commercialization of our technology into B2B products. At the same time, starting in December 2023, we have commenced shipment of the “Mudra Band”, our first B2C consumer product, and aftermarket accessory band for Apple Watch that enables gesture control across Apple ecosystem devices such as iPhone, Mac computer, Apple TV, and iPad, inter alia. In September 2024, we launched the Mudra Link, a universal gesture control wearable wristband. The Mudra Link is open for pre-orders and is expected to ship in the first quarter of 2025.

 

Mudra Development Kit, originally named Mudra Inspire, our B2B development kit product, started selling to B2B customers in 2018 as the first point of business engagement and contributed to our early-stage revenues. Our early-stage revenues until mid-2023 were composed of sales of our Mudra Inspire and from pilot transactions with several B2B customers.

 

2

 

 

Over 100 companies have purchased our Mudra Inspire development kit, 30 of which are multinational technology companies. These companies are exploring various input and control use-cases for their products, ranging over multiple countries and industry sectors, including consumer electronics manufacturers, consumer electronics brands, electronic components manufacturers, IT services and software development companies, industrial companies, and utility providers. Our objective with these companies is to commercialize the Mudra technology by licensing it for integration in the hardware and software of these companies’ products and services. We estimate that there will be a three-to-five-year period from the time we are first introduced to a customer to signing a licensing agreement. As of September 20, 2024, we have not signed a license agreement with any of these companies.

 

In addition to consumer electronics, we have recently expanded our brand to include neurotech and brain-computer interface sensors, with additional verticals that include Industry 4.0 – a new phase in the Industrial Revolution that focuses on interconnectivity, automation, machine learning, and real-time data, digital health, sport analytics, and more.

 

Results of Operations

 

Comparison of the Six Months Ended June 30, 2024 and 2023

 

The following table summarizes our unaudited results of operations for the six months ended June 30, 2024 and 2023:

 

   Six Months Ended
June 30,
 
U.S. dollars in thousands  2024   2023 
Revenues   394    12 
Cost of materials   (315)   (3)
Research and development, net   (1,616)   (1,560)
Sales and marketing expenses   (1,083)   (1,050)
General and administrative expenses   (1,601)   (1,453)
Operating Loss   (4,221)   (4,054)
Financing income, net   11    158 
Comprehensive and net loss   (4,210)   (3,896)

 

Revenues

 

Revenue increased by approximately $382 thousand, to approximately $394 thousand for the six months ended June 30, 2024 from approximately $12 thousand for the six months ended June 30, 2023. The revenues during the six months ended June 30, 2024 were mainly from sales of the Mudra Band. The revenue increase was mainly attributed to the launch and sales of Mudra Bands to B2C consumers. 

 

Cost of materials

 

Cost of materials sold increased by approximately $312 thousand, to approximately $315 thousand for the six months ended June 30, 2024 from approximately $3 thousand for the six months ended June 30, 2023. The increase was primarily due to the production costs associated with the increase in sales of the Mudra band.

 

Research and development, net

 

Research and development expenses, net increased by approximately $56 thousand, or 4%, to approximately $1,616 thousand for the six months ended June 30, 2024 from approximately $1,560 thousand for the six months ended June 30, 2023. The increase was primarily attributable to a decrease in funding by the Israeli Innovation Authority (IIA) in our research and development expenses.

 

Sales and marketing expenses

 

Sales and marketing expenses increased by approximately $33 thousand, or 3%, to approximately $1,083 thousand for the six months ended June 30, 2024, from approximately $1,050 thousand for the six months ended June 30, 2023. The increase was primarily associated with an increase in advertising and sales promotion expenses, partially offset by a decrease in expenses associated with participation in exhibitions.

 

3

 

 

General and administrative expenses

 

General and administrative expenses increased by approximately $148 thousand, or 10%, to approximately $1,601 thousand for the six months ended June 30, 2024, from approximately $1,453 thousand for the six months ended June 30, 2023. The increase was primarily due to an increase in professional fees incurred in connection with an aborted public offering.

 

Financing income, net

 

Financing income, net was approximately $11 thousand for the six months ended June 30, 2024, compared to financing income, net of approximately $158 thousand for the six months ended June 30, 2023. The decrease was primarily related to a decrease in interest income from our bank deposits during the six months ended June 30, 2024.

  

Comprehensive and net loss

 

As a result of the foregoing, our total comprehensive and net loss for the six months period ended June 30, 2024 was approximately $4,210 thousand, compared to approximately $3,896 thousand for the same period ended June 30, 2023, an increase of approximately $314 thousand, or 8%.

 

Liquidity and Capital Resources

 

Overview

 

We are still in a transition phase from development stage to an early stage of generating revenues. Therefore, we have suffered recurring losses from operations and negative cash flows from operations since inception. Our operations have been funded substantially through issuance of convertible securities to certain investors which were converted to equity, issuance of shares and warrants, through Israeli governmental grants, an underwritten public offering in November 2023 and our IPO. Considering the above, our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern.

 

As of June 30, 2024, our principal source of liquidity was cash and proceeds from our IPO, the public offering from November 2023 and the Promissory Note (as defined below) issued in June 2024 pursuant to the terms of the SEPA (as defined below), totaling approximately $18.0 million, net.

 

As of June 30, 2024, we had approximately $3.2 million in cash and cash equivalents and short-term deposits. We continue to generate negative operating cash flow so far in 2024.

 

As of June 30, 2024, we had incurred accumulated losses of $25.4 million and we expect to continue to fund our operations through issuances of Ordinary Shares, NIS 0.01 par value per share, or Ordinary Shares, and warrants, convertible securities, and through Israeli governmental grants. There is no assurance that such financing will be obtained. We believe that our existing cash, including the proceeds from the underwritten public offering in November 2023 and the Promissory Note issued in June 2024 pursuant to the terms of the SEPA, will be sufficient to support working capital and capital expenditure requirements through January 2025.

 

On June 6, 2024, we entered into a Standby Equity Purchase Agreement, or the SEPA, with YA II PN, Ltd., or YA, a fund managed by Yorkville Advisors Global, LP. Pursuant to the terms of the SEPA, YA is committed to purchase up to $10 million, or the Commitment Amount, of the Company’s Ordinary Shares at any time during the three-year period following the execution date of the SEPA. We started to raise funds under the SEPA at the end of June 2024 and expect to raise additional funds during the next 12 months. Of the Commitment Amount, to date we have sold 3,715,602 Ordinary Shares for aggregate gross proceeds of approximately $1.7 million.

 

4

 

 

Our future capital requirements will depend on many factors, including:

 

the progress and costs of our research and development activities;

 

the costs of manufacturing our products;

 

the time that we will be able to generate significant revenues;

 

the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

 

the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and

 

the magnitude of our general and administrative expenses.

 

Until we can generate significant recurring revenues, profit and cash flow provided by operating activity we expect to satisfy future cash needs through existing cash, debt or equity financings as well as governmental grants and proceeds from exercises of options and warrants. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.

 

Cash Flows

 

The following table presents our cash flows for the periods indicated:

 

  

Six Months Ended

June 30,

 
U.S. dollars in thousands  2024   2023 
Net cash used in operating activities   (3,861)   (3,738)
           
Net cash provided by (used in) investing activities   3,967    (2,129)
           
Net cash provided by financing activities   2,187    1,448 
           
Net increase (decrease) in cash and cash equivalents   2,293    (4,419)

 

Net cash used in operating activities

 

We have generated negative cash flows. Our primary uses of cash from operating activities are labor cost, cost of goods, professional services and research and development expenses.

 

Cash used in operating activities mainly consists of our net loss adjusted for certain non-cash items, including share-based compensation, accrued interest on the Promissory Note, depreciation expenses and changes in operating assets and liabilities during each period.

 

During the six months ended June 30, 2024 and 2023, net cash used in operating activities was approximately $3,861 thousand and approximately $3,738 thousand, respectively. The primary factors affecting operating cash flows during these periods were net losses of approximately $4,210 thousand and approximately $3,896 thousand during the six month periods ended June 30, 2024 and 2023, respectively, partially offset by a decrease in other receivables and prepaid expenses of $380 thousand during the six months ended June 30, 2024.

 

Net cash provided by (used in) investing activities

 

Cash generated from investing activities for the six months ended June 30, 2024 was $3,967 thousand as compared to cash used in investing activities for the six months ended June, 2023 of $2,129 thousand. The cash flow generated from investing activities during the six months ended June 30, 2024 was mainly attributable to cash received from maturing deposits.

 

5

 

 

Net cash provided by financing activities

 

Cash provided by financing activities during the six months ended June 30, 2024, totaled approximately $2,187 thousand, mainly comprised of the proceeds from the issuance of the Promissory Note pursuant to the terms of the SEPA, as compared to $1,448 thousand during the six months ended June 30, 2023.

 

Financial arrangements

 

On July 4, 2022, we entered into a senior secured credit facility agreement, or the Credit Facility Agreement, with L.I.A. Pure Capital Ltd., or Pure Capital. Upon the consummation of our IPO, on September 19, 2022, we repaid the outstanding $800,000 to Pure Capital from the proceeds of the IPO.

 

However, the Credit Facility Agreement provided that we enter into a three-year consulting agreement with Pure Capital, whereby Pure Capital shall render press release related services and other related strategic services to us in exchange for a monthly base fee of $20,000 plus VAT, or the Base Monthly Fee, which Base Monthly Fee automatically increased to $35,000 upon the closing of our IPO, or the Increased Fee. If 70% or more of the warrants (or other convertible securities) issued in connection with our IPO are exercised during the term of such instrument, then the Base Monthly Fee will immediately increase to $70,000, which increase shall apply retroactively; and, for the avoidance of any doubt, the base increase shall remain effective and in full force notwithstanding the lapse of three years. Pure Capital started providing consulting services to us on September 15, 2022.

 

Additionally, the Credit Facility Agreement provides that from July 4, 2022 and for a term of the Credit Facility Agreement, Pure Capital shall serve as our strategic consultant in connection with any offering or financing transaction of our company, each in excess of $5,000,000, in exchange for a per offering and/or transaction fee of $100,000 for the closing(s) of any such offering, which does not include our IPO.

 

In June 2023, we issued an additional 724,139 Ordinary Shares upon the exercise of Warrants at an exercise price of $2.00 per share for aggregate proceeds of $1.4 million.

 

In November 2023, we closed a public offering with gross proceeds to the Company of $2 million, before deducting underwriting discounts and other expenses paid by the Company, and net proceeds of approximately $1.7 million after such discounts and expenses. The offering consisted of 4,444,444 ordinary shares priced to the public at $0.45 per share.

 

In June 2024, we entered into a Standby Equity Purchase Agreement, or the SEPA, with YA II PN, LTD., a Cayman Islands exempt limited partnership, or YA. Pursuant to the SEPA, we will be able to sell up to $10.0 million, or the Commitment Amount, of our Ordinary Shares, at our sole option, any time during the three-year period following the execution date of the SEPA. Of the Commitment Amount, to date we have sold 3,715,602 Ordinary Shares for aggregate gross proceeds of $1.7 million. Pursuant to the terms of the SEPA, any Ordinary Shares sold to YA will be priced at 97% of the market price, which is defined as the lowest daily volume weighted average price of the Ordinary Shares during the three consecutive trading days commencing on the trading day immediately following our delivery of an advance notice to YA, or the Advance Price. Any sale of Ordinary Shares pursuant to the SEPA is subject to certain limitations, including that YA is not permitted to purchase any Ordinary Shares that would result in it owning more than 4.99% of our Ordinary Shares.

 

6

 

 

Subject to certain conditions precedent as described in the SEPA, we may request pre-paid advances in an amount up to $3.0 million, each a Pre-Paid Advance. Each Pre-Paid Advance will be evidenced by a Promissory Note. Each Promissory Note will fully mature 12-months following its issuance and shall accrue interest on the outstanding principal balance thereon at a rate of 6% per annum, increasing to 18% per annum upon an Event of Default (as defined in the Promissory Note). Beginning 60 days after the issuance of a Promissory Note, we shall pay to YA a monthly installment payment of 10% of the original principal amount of the Promissory Note and accrued interest, payable in cash or by submitting an Advance Notice, where YA will offset the amount due to be paid to us under such notice against an equal amount of the monthly installment amount, at our option. If we elect to pay in cash, the installment amount shall also include a payment premium in the amount of 5% of the principal amount of the installment payment. The Promissory Note contains our customary representations and warranties and Events of Default. Each Promissory Note will be convertible at a conversion price equal to $0.70 per Ordinary Share and contains customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting our Ordinary Shares and the conversion price. Each Promissory Note will also contain anti-dilution provisions that provide that if we issue Ordinary Shares, or securities convertible into or exercisable or exchange for, shares of Ordinary Shares at a price per share that is less than the conversion price then in effect, then the conversion price of the Promissory Note upon each such issuance will be adjusted to the price equal to the consideration per share paid for such Ordinary Share or other securities. As of September 20, 2024, we have requested and received a Pre-Paid Advance in the amount of $2.0 million issued on June 6, 2024, which was evidenced by a Promissory Note issued on the same date. As of September 20, 2024, we have repaid $400 thousand of the principal amount of such Promissory Note.

 

We are not obligated to utilize any of the $10.0 million available under the SEPA and there are no minimum commitments or minimum use penalties. The total amount of funds that ultimately can be raised under the SEPA over the three-year term will depend on the market price for the Ordinary Shares and the number of Ordinary Shares actually sold. The SEPA does not impose any restrictions on our operating activities. During the term of the SEPA, YA, and its affiliates, are prohibited from engaging in any short selling or hedging transactions related to the Ordinary Shares.

 

In addition, we also agreed to pay YA the Commitment Fee, equal to $100,000, or 1.0% of the aggregate amount available to be sold under the SEPA, as consideration for its irrevocable commitment to purchase our Ordinary Shares under the SEPA. The Commitment Fee will be issued in two tranches, with 50% of the Commitment Fee due on the date that is 90 days from the date of the SEPA in an amount of Ordinary Shares equal to 50% of the Commitment Fee divided by the average of the daily VWAP (as defined in the SEPA) of our Ordinary Shares during the three trading days immediately prior to such first payment date and the remainder of the Commitment Fee due 180 days from the date of the SEPA in an amount of Ordinary Shares equal to 50% of the Commitment Fee divided by the average of the daily VWAP (as defined in the SEPA) of our Ordinary Shares during the three trading days immediately prior to such second payment date. On September 4, 2024, we and YA agreed to postpone the issuance of the first tranche of the Commitment Fee and to issue the full 1.0% of the Commitment Fee to YA on the date that is 180 days from the date of the SEPA. The Commitment Fee will be paid by the issuance to YA of such number of Ordinary Shares that is equal to the balance of the Commitment Fee divided by the average of the daily VWAPs of the Ordinary Shares during the three trading days immediately prior to the payment date. We have also agreed to pay to YA a structuring fee in the amount of $10,000.

 

Going Concern

 

As of June 30, 2024, we had incurred accumulated losses of $25.4 million and expect to continue to fund our operations through fundings, such as issuances of convertible securities, Ordinary Shares and warrants and through Israeli governmental grants. There is no assurance that such financing will be obtained. Considering the above, our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. The interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Off-Balance Sheet Arrangements

 

We have off-balance sheet arrangements in connection with our research and development agreements with the Israeli Innovation Authority, or the IIA. Under the applicable laws, we are required to pay royalties at the rate of 3%-3.5% of sales of products developed with the funds provided by the IIA, up to an amount equal to 100% of the IIA research and development grants received, linked to the dollar including accrued interest. Until October 25, 2023, the interest was calculated at a rate based on 12-month LIBOR applicable to US Dollar deposits. However, on October 25, 2023, the IIA published a directive concerning changes in royalties to address the expiration of the LIBOR. Under such directive, regarding IIA grants approved by the IIA prior to January 1, 2024 but which are outstanding thereafter, as of January 1, 2024 the annual interest is calculated at a rate based on 12-month Secured Overnight Financing Rate, or SOFR, or at an alternative rate published by the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest shall be the higher of (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%. We obligated to repay the Israeli government for the grants received only to the extent that there are revenues of the funded products (currently all the Company’s products). The royalty payments to the IIA are on a semi-annual basis. As of June 30, 2024, we had a contingent obligation to pay royalties to the IIA in the principal amounted of $2.4 million.

 

7

 

 

In addition, the terms of the grants under the Israeli Encouragement of Industrial Research, Development and Technological Innovation Law, 5744-1984, as amended, and related regulations require that the manufacturing of products resulting from IIA-funded programs be carried out in Israel, unless a prior written approval of the IIA is obtained. In December 2022, we received an approval from the IIA to transfer some of our manufacturing activities abroad. As a condition for obtaining approval to manufacture outside of Israel (or following a declaration that up to 10% of the production is transferred abroad), we would be required to pay increased royalties, which usually amount to 1% in addition to the standard royalties rate 3%-3.5%, and also the total amount of our liability to IIA may be increased to between 100% and 150% of the grants we received from IIA, depending on the manufacturing volume that is performed outside of Israel (less royalties already paid to IIA). For more information, see also “Item 10.E – Taxation – Israeli Tax Considerations and Government Programs – Tax Benefits and Grants for Research and Development” in our Annual Report.

 

In January 2023, the IIA approved a program to finance further development of our manufacturing process of our wearable neural interface in Israel, for a period of 12 months starting February 1, 2023. The approved program is in amount of approximately $900 thousand, of which the IIA will finance 60%.

 

We also have off-balance sheet arrangements in connection with our sales and marketing agreement with the Israeli Ministry of Economy and Industry, or the IMEI. Under the applicable laws, if the export revenues in the defined target market increase by $311 thousand compared to the base year, we would be required to pay royalties at the rate of 3% of the increase. The royalty payments to the IMEI are 3% of the excess of Company’s annual revenues from the Mudra Band in the U.S. market in each year commencing 2022 over the Company’s 2020 actual revenues from the U.S. market plus NIS 1 million (i.e., 3% on revenues in the U.S. market in each year, exceeding approximately $311 thousand). The royalty payments to the IMEI are on an annual basis. As of June 30, 2024, the maximum obligation with respect to the grant received from the IMEI, contingent upon entitled future sales, was $95 thousand linked to the consumer price index.

 

We do not believe that off-balance sheet arrangements and commitments (with the exception of our lease contract, which may have some impact on our expenses and results of operations) are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

  

Research and development, patents and licenses, etc.

 

For a description of our research and development, programs and the amounts that we have incurred over the last two years pursuant to those programs, please see “Item 5A. Operating Results – Operating Expenses – Research and Development Expenses, net” and “Item 5.A. Results of Operations – Comparison of the years ended December 31, 2023 and December 31, 2022 – Research and Development Expenses, net” in our Annual Report.

 

Trend Information

 

As of the date of this report, we employ 28 full-time employees (including one employee located in Lithuania and 2 employees located in the United States), and 9 part-time employees. In addition, we have one consultant located in Japan. We have two sub-contractors located in India, performing front end software application development. We intend to maintain this number of employees and expenses during 2024, mainly to support our business development activities, the continuous research and development activity of our Mudra technology, and to manufacture the Mudra Band, which includes the purchase of components, manufacturing of components, and assembly of the product.

 

Following the delivery of our first B2C consumer product, the “Mudra Band,” we are developing the Mudra Link wristband with the aim of it being shipped to customers by the first quarter of 2025.  

 

8

 

 

Critical Accounting Estimates

 

The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that are the most important to the portrayal of the Company’s financial condition and results of operations, and that require the most difficult, subjective and complex judgments. The most critical accounting policies, discussed below, pertain to areas where judgment of management, historical factors and estimates require a high degree of involvement when determining the final reported balance in the Company’s consolidated financial statements and the related notes thereto for the six months ended June 30, 2024, included elsewhere in this Report Form 6-K.

 

 Revenue recognition

 

Revenue is recognized when (or as) control of the promised goods or services is transferred to the customer, and in an amount that reflects the consideration we are contractually due in exchange for those services or goods. We follow five steps to record revenue: (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) we satisfy our performance obligations.

 

In 2023, we started production of our B2C consumer product, the “Mudra Band” and started to generate revenues, all of which were pre-paid. The Mudra Band allows touchless operation and control of the watch and iPhone by using an app which is considered combined with the band as one performance obligation. Revenue derived from the sale of Mudra Band is recognized at a point of time when control transfers to the customer. We believe that the delivery date is the most appropriate point in time indicating control has transferred to the customer.

 

A pilot transaction has multiple performance obligations and it generally takes a few months but less than one year.

 

Each Mudra Inspire development kit sale has multiple performance obligations.

 

In those transactions, each obligation: hardware and API (for Mudra Inspire development kit) and tailor-made software application and technical support (for a pilot transaction) is distinct and separately identifiable:

 

  the amount allocated to the delivered items is recognized upon delivery,
     
  the amount allocated to API is recognized over the API period, and
     
  the amount allocated to the technical support is recognized over the service period (pilot period).

 

The payment terms of Mudra Inspire development kit sales are upon delivery of the hardware and of pilot transactions within the pilot period.

 

9

 

 

Governmental grants

 

The Company receives royalty-bearing grants from the Israeli government for approved research and development projects and marketing efforts. These grants are recognized at the time the Company is entitled to such grants based on the costs incurred or milestones achieved as provided by the relevant agreement and included as a deduction from research and development or sales and marketing expenses, respectively.

 

Share-based compensation  

 

On August 15, 2024, we approved our 2024 Global Equity Incentive Plan, or the 2024 Incentive Plan, which provides for the reservation from time-to-time, out of our authorized unissued share capital, such number of Ordinary Shares, as the board of directors deems appropriate. The board of directors has initially authorized the issuance of up to 4,570,606 Ordinary Shares under the 2024 Incentive Plan. The 2024 Incentive Plan includes an Annex that governs the grants of awards to employees and other service providers who are citizens or resident aliens of the United States, which is subject to the approval of our shareholders. The 2024 Incentive Plan, which is subject to filing with the Israeli tax authority, provides for the grant of options, shares, restricted shares or restricted share units to employees, non-employee directors, consultants, advisors, or service providers of ours, as well as employees, non-employee directors, consultants, advisors, or service providers of any affiliate of ours. The 2024 Incentive Plan will continue for a term of ten years from the date of adoption by the board of directors, or until August 14, 2034, unless terminated earlier.

 

Also on August 15, 2024, the board of directors approved our 2024 Employee Stock Purchase Plan, or the ESPP, which provides for the issuance of up to 5,000,000 Ordinary Shares and includes an Annex that governs the grants of awards to employees who are residents of the State of Israel. The ESPP is also subject to filing with the Israeli tax authority and the approval of our shareholders. Generally, all of our employees will be eligible to participate in the ESPP if they are employed by us, or employees of any participating subsidiary, provided that they have been employed by us or subsidiary for more than five months in a calendar year. The ESPP includes a component that allows us to make offerings intended to qualify under Section 423 of the U.S. Internal Revenue Code of 1986, as amended, and a component that allows us to make offerings not intended to qualify under Section 423. The ESPP currently provides that there will be at least one offering in any consecutive 12-month period. The ESPP permits participants to purchase Ordinary Shares through payroll deductions in an amount equal to a whole percentage of from one to 15% of their ESPP eligible compensation (or such other limited established by the administrator in accordance with the terms of our ESPP) in an offering. The purchase price of the shares will be determined by the share awards compensation committee, but the option price shall not be less than the lesser of 85% of the fair market value of the shares on the offering date, or 85% of the fair market value of the shares on the exercise date.

 

 

10

Exhibit 99.3

 

 

Wearable Devices Announces First Half 2024 Financial Results

 

Company announces revenue growth from commercial sales of its Mudra Band for Apple Watch and B2B collaborations

 

Yokne’am Illit, Israel, September 23, 2024 -- Wearable Devices Ltd.  (the “Company” or “Wearable Devices”) (Nasdaq: WLDS, WLDSW), a technology growth company specializing in artificial intelligence (“AI”)-powered touchless sensing wearables, today announced its financial results for the six months ended June 30, 2024.

 

First Half 2024 Financial Results and Recent Company Highlights:

 

Recognized initial revenue from the sale of business-to-consumer (B2C) focused Mudra Band for Apple Watch and business-to-business (B2B) collaborations, totaling $394 thousand.

 

Mudra Band:

 

Enhanced product proposition for flagship product: We have introduced two major new features for our Mudra Band: touchless gesture control for Apple Watch, allowing users to manage tasks hands-free, and integration with ChatGPT, enabling users to interact with AI directly via predefined gestures and voice commands on their Apple Watch. These innovations enhance convenience, accessibility, and AI-powered functionality for on-the-go multitasking.

 

Announced new innovative and disruptive product- the Mudra Link: Currently receiving preorders for Mudra Link, the first AI neural interface wristband for Android and beyond, providing advanced neural input technology for Android users. Official launch expected in the first quarter of 2025.

 

Expanded market potential with range of new supported devices: Now supports the Apple Vision Pro, in addition to other Apple devices including Mac, iPad, Apple TV and iPhone, allowing Apple users to extend their gesture control experience.

 

Global B2B collaborations:

 

Signed an agreement with Qualcomm Technologies (“Qualcomm”) to collaborate in elevating extended reality (“XR”) experiences with Mudra neural technology and successfully completed the first phase of integration of Mudra technology with Qualcomm’s Snapdragon Spaces XR developer platform.

 

Fortune 500 consumer electronics corporation has purchased a special license for a state-of-the-art Mudra Development Kit (“MDK”) to evaluate certain deep-level capabilities of the MDK for developing next-generation user interfaces.

 

Announced successful demonstrations of the Mudra technology on Lenovo’s ThinkReality XR headset, at the Augmented World Expo (AWE) 2024.

 

Signed reseller agreement to enhance licensing program presence in South Korea and China.

 

 

 

 

 

 

  Strengthened presence in the defense sector and delivered custom touchless technology to global defense company as part of an ongoing collaboration

 

In the first half of 2024, Wearable Devices continued recognizing revenue from the sale of Mudra Band for Apple Watch, the Company’s flagship B2C product, which began shipping towards the end of 2023. Revenues for the six months ended June 30, 2024 were $394 thousand, increasing from approximately $12 thousand compared to the six months ended June 30, 2023. Net loss increased to $4.2 million, or $(0.21) per basic and diluted share, in the six months ended June 30, 2024, compared to net loss of $3.9 million, or $(0.26) per basic and diluted share, for the six months ended June 30, 2023, primarily related to an increase in the Company’s operating expenses associated with its continued efforts to scale its business activity.

 

Asher Dahan, Chairman of the Board and Chief Executive Officer of Wearable Devices, commented, “In the first half of 2024, we increased the delivery of our flagship B2C product, the Mudra Band for Apple Watch. After an extended preorder period during which the Mudra Band generated strong customer interest, we began shipping the product towards the end of 2023 and are pleased to have reached this important milestone.

 

Subsequent to the close of the first half of 2024, we announced the launch of our new Mudra Link wristband, bringing our state-of-the-art neural input Mudra technology to a broader range of operating system platforms, including iOS, Android, Windows, and macOS. This has been a major initiative for our business, and the logical next step in our growth trajectory. With preorders now open and an official launch planned for the first half of 2025, we expect the Mudra Link to significantly expand our addressable market as we tap into the large and expanding population of Android, Windows, and macOS users.

 

We continue to invest in our business, as reflected in the modest increases in research and development, sales and marketing, and general and administrative expenses in the period. We’re still in the early stages of growth in the broader wearables industry, and Wearable Devices is well positioned to be a leader in the space given our patented AI-based neural input interface technology.”

 

About Wearable Devices Ltd.

 

Wearable Devices Ltd. is a growth company developing AI-based neural input interface technology for the B2C and B2B markets. The Company’s flagship product, the Mudra Band for Apple Watch, integrates innovative AI-based technology and algorithms into a functional, stylish wristband that utilizes proprietary sensors to identify subtle finger and wrist movements allowing the user to “touchlessly” interact with connected devices. The Company also markets a B2B product, which utilizes the same technology and functions as the Mudra Band and is available to businesses on a licensing basis. Wearable Devices Is committed to creating disruptive, industry leading technology that leverages AI and proprietary algorithms, software, and hardware to set the input standard for the Extended Reality, one of the most rapidly expanding landscapes in the tech industry. The Company’s ordinary shares and warrants trade on the Nasdaq market under the symbols “WLDS” and “WLDSW”, respectively.

 

 

2

 

 

 

Forward-Looking Statement Disclaimer

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. For example, we are using forward-looking statements when we discuss our growth trajectory; the launch of the Mudra Link and its benefits and advantages, including significant potential increase in the Company’s total available market; future investment in our business; and our position as a leader in the space of wearable devices. All statements other than statements of historical facts included in this press release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the trading of our ordinary shares or warrants and the development of a liquid trading market; our ability to successfully market our products and services; the acceptance of our products and services by customers; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our success establishing and maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations; and the other risks and uncertainties described in our annual report on Form 20-F for the year ended December 31, 2023, filed on March 15, 2024 and our other filings with the SEC. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

IMS Investor Relations
203.972.9200
wearabledevices@imsinvestorrelations.com

 

 

3

 

 

 

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars (in thousands)

 

   June 30,   December 31, 
   2024   2023 
ASSETS        
         
CURRENT ASSETS:        
         
Cash and cash equivalents   3,103    810 
Short-term bank deposits   57    4,045 
Account receivable   47    - 
Governmental grant receivable   7    108 
Other receivables and prepaid expenses   306    757 
Inventories   1,218    1,032 
           
TOTAL CURRENT ASSETS   4,738    6,752 
           
NON-CURRENT ASSETS:          
           
Long-term bank deposits   -    54 
Right-of-use assets   458    592 
Property and equipment, net   176    194 
           
TOTAL NON-CURRENT ASSETS   634    840 
           
TOTAL ASSETS   5,372    7,592 

 

 

4

 

 

 

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars (in thousands)

 

   June 30,   December 31, 
   2024   2023 
LIABILITIES AND SHAREHOLDERS’ EQUITY        
         
CURRENT LIABILITIES:        
Accounts payables   175    410 
Advance payments   101    312 
Accrued payroll and other employment related accruals   641    579 
Convertible promissory note   1,934    - 
Accrued expenses   386    190 
Lease liabilities   296    297 
TOTAL CURRENT LIABILITIES   3,533    1,788 
Lease liabilities   144    278 
TOTAL LIABILITIES   3,677    2,066 
           
SHAREHOLDERS’ EQUITY          
Ordinary shares, NIS 0.01 par value:          
Authorized 50,000,000 as of June 30, 2024 and December 31, 2023; issued and outstanding 20,887,428 shares as of June 30, 2024 and 20,387,428 shares as of December 31, 2023   58    57 
Additional paid-in capital   27,070    26,692 
Accumulated losses   (25,433)   (21,223)
           
TOTAL SHAREHOLDERS’ EQUITY   1,695    5,526 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   5,372    7,592 

 

 

5

 

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

U.S. dollars (in thousands)

 

   Six months ended
June 30,
   Six months ended
June 30,
 
   2024   2023 
   U.S. dollars
 in thousands
(except per share
 amounts)
 
         
Revenues   394    12 
Expenses:          
Cost of revenues   (315)   (3)
Research and development, net   (1,616)   (1,560)
Sales and marketing expenses   (1,083)   (1,050)
General and administrative expenses   (1,601)   (1,453)
OPERATING LOSS   (4,221)   (4,054)
FINANCING INCOME, NET   11    158 
           
NET LOSS AND TOTAL COMPREHENSIVE LOSS   (4,210)   (3,896)
           
Net loss per ordinary share, basic and diluted   (0.21)   (0.26)
           
Weighted average number of ordinary shares outstanding basic and diluted   20,392,984    15,254,457 

 

 

6

 

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars (in thousands)

 

   Six months ended
June 30,
 
   2024   2023 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss   (4,210)   (3,896)
           
Adjustments required to reconcile net loss to net cash used in operating activities          
           
Depreciation   54    23 
Accrued interest on deposits   39    *(19)
Interest expenses on convertible promissory note   14    - 
Share based compensation expenses   112    109 
Unrealized gain from foreign currency derivative activities   61    - 
           
Changes in operating assets and liabilities items:          
Increase in inventory   (186)   (6)
Increase in accounts receivables   (47)   - 
Decrease (increase) in governmental grants receivables   101    (29)
Decrease (increase) in other receivables and prepaid expenses   380    (95)
(Decrease) increase in advance payments   (211)   20 
Decrease in deferred revenues   -    (12)
Decrease in accounts payable   (236)   (44)
Increase in accrued payroll and other employment related accruals   62    163 
Increase in accrued expenses   206    48 
Net cash used in operating activities   (3,861)   (3,738)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of property and equipment   (36)   (93)
Proceeds (investments) associated with deposits, net   4,003    *(2,036)
Net cash (used in) provided by investing activities   3,967    (2,129)
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from issuance of convertible promissory note   1,920    - 
Proceeds from issuance of ordinary shares as a result of exercise of warrants   -    1,448 
Proceeds from issuance of ordinary shares associated with the SEPA   267      
Net cash provided by financing activities   2,187    1,448 
           
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   2,293    (4,419)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   810    10,373 
CASH AND CASH EQUIVALENTS AT END OF PERIOD   3,103    5,954 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
Interest received from deposits   110    159 
Right-of-use asset recognized against lease liability   -    446 

 

*Reclassified

 

 

 

7

v3.24.3
Document And Entity Information
6 Months Ended
Jun. 30, 2024
Document Information Line Items  
Entity Registrant Name WEARABLE DEVICES Ltd.
Document Type 6-K
Current Fiscal Year End Date --12-31
Amendment Flag false
Entity Central Index Key 0001887673
Document Period End Date Jun. 30, 2024
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q2
Entity File Number 001-41502
v3.24.3
Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
CURRENT ASSETS:    
Cash and cash equivalents $ 3,103 $ 810
Short-term bank deposits 57 4,045
Account receivable 47
Governmental grant receivable 7 108
Other receivables and prepaid expenses 306 757
Inventories 1,218 1,032
TOTAL CURRENT ASSETS 4,738 6,752
NON-CURRENT ASSETS:    
Long-term bank deposits 54
Right-of-use assets 458 592
Property and equipment, net 176 194
TOTAL NON-CURRENT ASSETS 634 840
TOTAL ASSETS 5,372 7,592
CURRENT LIABILITIES:    
Accounts payables 175 410
Advance payments 101 312
Accrued payroll and other employment related accruals 641 579
Convertible promissory note 1,934
Accrued expenses 386 190
Lease liabilities 296 297
TOTAL CURRENT LIABILITIES 3,533 1,788
Lease liabilities 144 278
TOTAL LIABILITIES 3,677 2,066
SHAREHOLDERS’ EQUITY    
Ordinary shares, NIS 0.01 par value: Authorized 50,000,000 as of June 30, 2024 and December 31, 2023; issued and outstanding 20,887,428 shares as of June 30, 2024 and 20,387,428 shares as of December 31, 2023 58 57
Additional paid-in capital 27,070 26,692
Accumulated losses (25,433) (21,223)
TOTAL SHAREHOLDERS’ EQUITY 1,695 5,526
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 5,372 $ 7,592
v3.24.3
Interim Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - ₪ / shares
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Ordinary shares, par value (in New Shekels per share) ₪ 0.01 ₪ 0.01
Ordinary shares, authorized 50,000,000 50,000,000
Ordinary shares, share issued 20,887,428 20,387,428
Ordinary shares, share outstanding 20,887,428 20,387,428
v3.24.3
Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]    
Revenues $ 394 $ 12
Expenses:    
Cost of revenues (315) (3)
Research and development, net (1,616) (1,560)
Sales and marketing expenses (1,083) (1,050)
General and administrative expenses (1,601) (1,453)
OPERATING LOSS (4,221) (4,054)
FINANCING INCOME, NET 11 158
NET LOSS AND TOTAL COMPREHENSIVE LOSS $ (4,210) $ (3,896)
Net loss per ordinary share, basic (in Dollars per share) $ (0.21) $ (0.26)
Weighted average number of ordinary shares outstanding basic (in Shares) [1] 20,392,984 15,254,457
[1] The weighted average number of ordinary shares is excluding the warrants and options described in note 4 below as they are anti-dilutive.
v3.24.3
Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]    
Net loss per ordinary share, diluted $ (0.21) $ (0.26)
Weighted average number of ordinary shares outstanding diluted [1] 20,392,984 15,254,457
[1] The weighted average number of ordinary shares is excluding the warrants and options described in note 4 below as they are anti-dilutive.
v3.24.3
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited) - USD ($)
$ in Thousands
Ordinary shares
Additional paid-in capital
Accumulated losses
Total
BALANCE at Dec. 31, 2022 $ 43 $ 23,346 $ (13,409) $ 9,980
BALANCE (in Shares) at Dec. 31, 2022 15,049,720      
Issuance of shares to April 2021 investors (Note 4a) $ 1 (1)
Issuance of shares to April 2021 investors (Note 4a) (in Shares) 169,125      
Exercise of options $ 2 1,446 1,448
Exercise of options (in Shares) 724,139      
Share-based compensation 109 109
Comprehensive loss (3,896) (3,896)
BALANCE at Jun. 30, 2023 $ 46 24,900 (17,305) 7,641
BALANCE (in Shares) at Jun. 30, 2023 15,942,984      
BALANCE at Dec. 31, 2023 $ 57 26,692 (21,223) $ 5,526
BALANCE (in Shares) at Dec. 31, 2023 20,387,428     20,387,428
Issuance of shares associated with the SEPA (see note 5) $ 1 266 $ 267
Issuance of shares associated with the SEPA (see note 5) (in Shares) 500,000      
Share-based compensation 112 112
Comprehensive loss (4,210) (4,210)
BALANCE at Jun. 30, 2024 $ 58 $ 27,070 $ (25,433) $ 1,695
BALANCE (in Shares) at Jun. 30, 2024 20,887,428     20,887,428
v3.24.3
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (4,210) $ (3,896)
Adjustments required to reconcile net loss to net cash used in operating activities    
Depreciation 54 23
Accrued interest on deposits 39 (19) [1]
Interest expenses on convertible promissory note 14
Share based compensation expenses 112 109
Unrealized gain from foreign currency derivative activities 61
Changes in operating assets and liabilities items:    
Increase in inventory (186) (6)
Increase in accounts receivables (47)
Decrease (increase) in governmental grants receivables 101 (29)
Decrease (increase) in other receivables and prepaid expenses 380 (95)
(Decrease) increase in advance payments (211) 20
Decrease in deferred revenues (12)
Decrease in accounts payable (236) (44)
Increase in accrued payroll and other employment related accruals 62 163
Increase in accrued expenses 206 48
Net cash used in operating activities (3,861) (3,738)
CASH FLOWS FROM INVESTING ACTIVITIES:    
Purchase of property and equipment (36) (93)
Proceeds (investments) associated with deposits, net 4,003 (2,036) [1]
Net cash (used in) provided by investing activities 3,967 (2,129)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from issuance of convertible promissory note (see note 5) 1,920
Proceeds from issuance of ordinary shares as a result of exercise of warrants 1,448
Proceeds from issuance of ordinary shares associated with the SEPA (see note 5) 267  
Net cash provided by financing activities 2,187 1,448
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,293 (4,419)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 810 10,373
CASH AND CASH EQUIVALENTS AT END OF PERIOD 3,103 5,954
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:    
Interest received from deposits 110 159
Right-of-use asset recognized against lease liability $ 446
[1] Reclassified
v3.24.3
General
6 Months Ended
Jun. 30, 2024
General [Abstract]  
GENERAL
NOTE 1:–GENERAL

 

a.

Wearable Devices Ltd. (the “Company”) was incorporated in Israel in March 2014. The Company develops and sells human-machine interface solutions for the smart wearables industry. The Company is still in its development stage and at an early stage of generating revenues. The Company’s products are designated directly to end users and also designated to businesses in integration of its technology in their smart wearable devices. The Company’s ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), and warrants began trading on the Nasdaq Capital Market (“Nasdaq”) on September 13, 2022, under the symbols “WLDS” and “WLDSW,” respectively (see Note 4a below).

 

The Company’s revenues were derived from:

 

1)

The sales of business to consumer (“B2C”) product, the “Mudra Band”.

 

2)

The sales of business to business Mudra development kits composed of multiple performance obligations including tangible parts (“Hardware”) and a limited period (generally one year) application programming interface with no commercial rights, to enable the customer to evaluate the Company’s solution with its own products.

 

3)

The sales of pilot transactions to evaluate the integration of the Company’s solution with the customer’s products composed of multiple performance obligations including Hardware, tailor-made software applications and technical support during the pilot period.

 

In the six months ended June 30, 2024, most of the Company’s revenues were derived from the sales of Mudra Band to B2C customers.

 

In the six months ended June 30, 2023, all of the Company’s revenues were derived from the sales of Mudra development kits.

 

  b. In 2018, the Company established a wholly owned subsidiary in the United States for the purpose of marketing and distribution of its solutions – Mudra Wearable, Inc. – which commenced its operations in 2020.

 

  c. The Company’s headquarters is located in Israel. Starting from October 7, 2023 Israel is in the War of Iron Swords (“the War”). This situation has resulted in a notable increase in military activity along the southern and northern borders of the country. As of the date of this report, the events of the war have disrupted business and economic activity in Israel. The continuation of the war for an extended period may have consequences for many industries and different geographical areas in the country (particularly in the southern and northern areas of the country including the company’s location). Further, many Israeli citizens are obligated to perform several days, and in some cases, more, of annual military reserve duty each year until they reach the age of 40 (or older for certain reservists) and, in the event of a military conflict, may be called to active duty. As of today, these events have had no material impact on the Company’s operations.  

 

d.The accompanying interim condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. To date, the Company is still at its development stage and at an early stage of generating revenues. Therefore, the Company has suffered recurring losses from operations and negative cash flows from operations since inception. In September 2022, the Company completed an initial public offering (the “IPO”) on Nasdaq and raised net proceeds of $13.3 million. In November 2023, the Company completed a secondary offering and raised net proceeds of $1.7 million.

 

On June 6, 2024, WLDS entered into a Standby Equity Purchase Agreement (the “SEPA”), with YA II PN, Ltd. (“YA”), a fund managed by Yorkville Advisors Global, LP. Pursuant to the terms of the SEPA, YA is committed to purchase up to $10 million (the “Commitment Amount”), of the Company’s Ordinary Shares at any time during the three-year period following the execution date of the SEPA. Any sale of Ordinary Shares pursuant to the SEPA is subject to certain limitations, including that YA may not accept any purchase of Ordinary Shares that would result in it owning more than 4.99% of our Ordinary Shares.

 

During June 2024, the Company issued 500,000 Ordinary Shares pursuant to the SEPA for proceeds of $267 thousand.

 

In addition, and subject to certain conditions (see also note 5), the Company may request pre-paid advances in an amount up to $3.0 million. The Company requested, and received during June 2024, an initial pre-paid advance of $2 million (the “Convertible promissory note”) in connection with the execution of the SEPA.

 

As of June 30, 2024, the Company had incurred accumulated losses of $25.4 million and expects to continue to fund its operations through fundings, such as issuances of convertible securities, Ordinary Shares and warrants and through Israeli governmental grants. There is no assurance that such financing will be obtained. Considering the above, the Company’s dependency on external funding for its operations raises a substantial doubt about the Company’s ability to continue as a going concern. The interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

v3.24.3
Basis for Preparation
6 Months Ended
Jun. 30, 2024
Basis for Preparation [Abstract]  
BASIS FOR PREPARATION
NOTE 2 – BASIS FOR PREPARATION

 

The Company’s accompanying condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
(“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements.

 

These condensed interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements and related notes for the year ended December 31, 2023 (the “Annual Financial Statements”).

 

There have been no changes in the Company’s significant accounting policies during the six months ended June 30, 2024, as compared to the critical accounting policies described in note 2 to the Annual Financial Statements, except as follows:

 

Convertible promissory note- see note 5.

 

Debt discounts represent issuance costs related to Convertible promissory note and are included in the condensed consolidated balance sheets as a direct deduction from the principal amount of the Convertible promissory note. Debt discounts are amortized over the term of the related note and are included in the interest expense

v3.24.3
Related Parties
6 Months Ended
Jun. 30, 2024
Related Parties [Abstract]  
RELATED PARTIES
NOTE 3 – RELATED PARTIES

 

The employment expenses of the Company’s co-founders who each owns more than 5% of the Company’s Ordinary Shares: Asher Dahan (the Chairman of the Board of Directors (the “Board”) and the Chief Executive Officer (“CEO”) of the Company), Guy Wagner (President, Director and Chief Scientific Officer of the Company) and Leeor Langer (the Chief Technology Officer of the Company), for the six months ended June 30, 2024 and 2023 amounted to $154 thousand and $158 thousand, respectively. Starting from September 2022, their monthly salaries were NIS 70 thousand (approximately $19 thousand, plus social benefits and leased car).

v3.24.3
Equity
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
EQUITY
NOTE 4 – EQUITY

 

a.Share capital:

 

In September 2022, the Company completed the IPO, in which it issued 3,750,000 Ordinary Shares and warrants to purchase 8,625,000 Ordinary Shares.

 

The warrants have been exercisable immediately upon issuance, at an exercise price of $4.00 per Ordinary Share and are exercisable until September 12, 2027. On September 16, 2022, 40,000 warrants were exercised into 40,000 Ordinary Shares. On December 14, 2022, the exercise price of the warrants was adjusted to $2.00 per Ordinary Share (the “Exercise Price Adjustment”). Following the Exercise Price Adjustment, on February 16, 2023, as a result of the IPO, the Company issued an aggregate of 169,125 Ordinary Shares to certain holders who invested in the Company in April 2021. 

 

In June 2023, 724,139 warrants were exercised into 724,139 Ordinary Shares at an exercise price of $2.00 per Ordinary Share.

 

 

During November 2023, the Company completed a follow-on public offering for gross proceeds of $2 million, in which the Company issued 4,444,444 Ordinary Shares priced to the public at $0.45 per share.

 

On June 6, 2024, the Company entered into the SEPA with YA. According to the SEPA, the Company will have the sole right in its discretion to sell shares to YA from time to time by issuing advance notices to YA following the effectiveness of a registration statement with the Securities and Exchange Commission registering the Ordinary Shares issuable pursuant to the SEPA and the satisfaction of other customary conditions (See also note 5).

 

During June 2024, the Company issued 500,000 Ordinary Shares pursuant to the SEPA for proceeds of $267 thousand.

 

b.Share-based compensation:

 

Equity Warrants to investors and associated with the IPO, as of June 30, 2024:

 

Number of warrants/ options  Issuance date  Exercise price   Exercise ratio  Expiration date  Notes
7,860,861  September 13, 2022  $2.00   Each warrant is exercisable into 1 Ordinary Share  5 years following the issuance date  Registered for trading
187,500  September 15, 2022  $5.31   Each warrant is exercisable into 1 Ordinary Share  5 years following the issuance date  Owned by underwriter
23,640  September 15, 2022  $4.23   Each warrant is exercisable into 1 Ordinary Share  10 years following the issuance date  Owned by the legal advisor

 

The reported sale prices of Company’s Ordinary Shares and warrants on Nasdaq was $0.276 and $0.0106, respectively, as of September 20, 2024.

Options to employees

 

Below is a summary of the Company’s option activity and related information with respect to options outstanding at the beginning and end of each period:

 

   Number of Options   Weighted-average exercise price 
         
Outstanding as of January 1, 2024   1,454,764   $0.777 
           
Expired or forfeited   (5,000)  $1.317 
           
Outstanding as of June 30, 2024   1,449,764   $0.775 
           
Exercisable as of June 30, 2024   956,042   $0.586 

 

During the six month period ended June 30, 2024, the Company did not grant any new options to purchase Ordinary Shares.

 

Options to consultants

 

The Company’s outstanding options to consultants as of June 30, 2024 were as follows:

 

Issuance date   In connection with    

No. of options

issued

   

Exercise

price

   

No. of options

exercisable

 
2015     Services rendered       110,655     $ 0.003       110,655  
2017     Services rendered       36,885     $ 0.003       36,885  
2021     Services rendered       69,090     $ 0.003 - $2.25       69,090  
2023     Services rendered       100,000     $ 0.546       51,111  
v3.24.3
Significant Events in the Reporting Period
6 Months Ended
Jun. 30, 2024
Significant Events in the Reporting Period [Abstract]  
SIGNIFICANT EVENTS IN THE REPORTING PERIOD
NOTE 5 – SIGNIFICANT EVENTS IN THE REPORTING PERIOD

  

On June 6, 2024 (the “Effective Date”), the Company entered into the SEPA with YA, a fund managed by Yorkville Advisors Global, LP. Pursuant to the terms of the SEPA, YA is committed to purchase up to the Commitment Amount, of the Company’s Ordinary Shares at any time during the three-year period following the execution date of the SEPA. The purchase price of the Ordinary Shares sold to YA is equal to 97% of the lowest volume weighted average price (“VWAP”) of the Company’s Ordinary Shares during a pricing period of 3 consecutive trading days commencing on the trading day of the delivery of an advance notice by the Company. During June 2024, the Company issued 500,000 Ordinary Shares for proceeds of $267 thousand.

 

According to the SEPA, the Company will have the sole right in its discretion to sell shares to YA from time to time by issuing advance notices to YA. In addition, the company also agreed to pay YA the Commitment Fee by issuance of the Company’s Ordinary shares, equal to $100,000, or 1.0% of the aggregate amount available to be sold under the SEPA, as consideration for its irrevocable commitment to purchase Ordinary Shares under the SEPA. Fifty percent (50%) of the Commitment Fee shall be paid to YA on the that date that is 90 days from the Effective Date and the balance of 50% will be paid on that date that is 180 days from the Effective Date. On September 4, 2024, the Company and YA agreed to postpone the issuance of the first half of the Commitment Fee and to issue the full 1% of the Commitment Fee to YA on the that date that is 180 days from the Effective Date. The Commitment Fee will be paid by the issuance to YA of such number of Ordinary Shares that is equal to the balance of the Commitment Fee divided by the average of the daily VWAP of the Ordinary Shares during the 3 Trading Days immediately prior to the payment date. The Company has also paid to YA a structuring fee in the amount of $10,000.

 

Subject to certain conditions, the Company may request pre-paid advances of the Commitment Amount, in an amount up to $3 million, which will be evidenced by one or more Convertible promissory notes. The Company requested, and has received, an initial pre-paid advance of $2 million in connection with the execution of the SEPA.

 

Each Convertible promissory note will be discounted to 96% of the purchase price and be fully mature 12 months following its issuance and shall accrue interest on the outstanding principal balance thereon at a rate of 6% per annum, increasing to 18% per annum upon an Event of Default (as defined in the Convertible promissory note). Beginning 60 days after the issuance of a Convertible promissory note, the Company shall pay to YA a monthly installment payment of 10% of the original principal amount of the Convertible promissory note and accrued interest, payable in cash or by submitting an advance notice, where YA will offset the amount due to be paid to us under such notice against an equal amount of the monthly installment amount, at the Company’s option. If the Company elects to pay in cash, the installment amount shall also include a payment premium in the amount of 5% of the principal amount of the installment payment. Each Convertible promissory note will be convertible at a conversion price equal to $0.70 per Ordinary Share and contains customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s Ordinary Shares and the conversion price. Each Convertible promissory note will also contain anti-dilution provisions that provide that if the Company issues Ordinary Shares, or securities convertible into or exercisable or exchange for, shares of Ordinary Shares at a price per share that is less than the conversion price then in effect, then the conversion price of the Convertible promissory note upon each such issuance will be adjusted to the price equal to the consideration per share paid for such Ordinary Share or other securities.

 

The embedded conversion option has not bifurcated due to the fixed nature of the conversion price, which is closely indexed to the Company’s own shares. Additionally, there is no significant premium associated with the Convertible promissory note.

 

Moreover, the Company retains the option to settle the debt in shares pursuant to the SEPA conditions. Given that the Company will incur an additional cost, either in cash settlement or in shares settlement (in the form of discounted share price), the Convertible promissory note will bear a 5% premium.

 

The Convertible promissory note was recognized based on the amortized cost method and as of June 30, 2024 the Convertible promissory note, including accrued interest, amounted to approximately $1,934 thousand.

v3.24.3
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
NOTE 6 – SUBSEQUENT EVENTS

 

a.On August 15, 2024, the Board approved the allocation and / or grant of additional options to purchase up to 175,000 Ordinary Shares to certain directors, officers and employees, with an exercise price of $0.434 per share. The options will expire at the earlier of (i) ten years from the date of grant or (ii) 90 days following the termination of employment or services. The fair value of each option as of the grant date, was $0.19, determined using the Black-Scholes option pricing model and the total expenses of approximately $24 thousand will be expensed over the option vesting periods of three years. The options allocated to the Company’s CEO and Chief Scientific Officer are subject to the shareholders’ meeting approval.

 

b.On August 15, 2024, the Board approved the Company’s 2024 Global Equity Incentive Plan (the “Incentive Plan”), which provides for the issuance of up to 4,570,606 Ordinary Shares of the Company. The Incentive Plan is subject to the approval of the Israeli Tax Authorities (the “ITA”). In addition, the Incentive Plan includes an Annex that governs the grants of awards to employees and other service providers who are citizens or resident aliens of the United States, subject to the approval of the shareholders’ meeting.

 

The Incentive Plan provides for the grant of options, shares, restricted shares or restricted share units to employees, non-employee directors, consultants, advisors, or service providers of the Company, as well as employees, non-employee directors, consultants, advisors, or service providers of any affiliate of the Company.

 

The Incentive Plan will continue for a term of ten years from the date of adoption by the Board, or until August 14, 2034, unless terminated earlier.

 

c.On August 15, 2024, the Board approved the Company’s 2024 Employee Stock Purchase Plan (the “ESPP”), which provides for the issuance of up to 5,000,000 Ordinary Shares and includes an Annex that governs the grants of awards to employees who are residents of the State of Israel. The ESPP is subject to the approval of shareholders’ meeting. Generally, all of the Company’s employees will be eligible to participate in the ESPP if they are employed by the Company, or employees of any participating subsidiary, provided that they have been employed by the Company or subsidiary for more than five months in a calendar year. The ESPP permits participants to purchase ordinary shares through payroll deductions in an amount equal to a whole percentage of from one to 15% of their ESPP eligible compensation (or such other limited established by the administrator in accordance with the terms of our ESPP) in an offering. The purchase price of the shares will be determined by the Committee in accordance with the terms of the ESPP, but the option price shall not be less than the lesser of 85 percent of the fair market value of the shares on the offering date, or 85 percent of the fair market value of the shares on the exercise date.

 

d.On October 24, 2023, the Company received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market LLC regarding its noncompliance with Nasdaq’s minimum bid price requirement because the closing bid price of the Ordinary Shares was below $1.00 per Ordinary Share for the previous 30 consecutive business days. The Company was granted 180 calendar days, or until April 22, 2024, to regain compliance with the minimum bid price requirement. Since the Company did not regain compliance with the minimum bid price requirement by April 22, 2024, it applied for an additional 180-calendar day grace period. On April 23, 2024, the Company received a notification letter from Nasdaq that the Company had been granted an additional 180-day compliance period, or until October 21, 2024, to regain compliance with Nasdaq’s minimum bid price rule.

  

On August 15, 2024, the Board approved, subject to the shareholders’ meeting approval, to cure the deficiency during the second compliance period by effecting a reverse stock split in ratio range of 1:10 to 1:20.

 

e.During the period following June 30, 2024 and until September 20, 2024, the Company issued to YA 3,215,602 Ordinary shares for the investment of $1.4 million, as part of the SEPA (see also note 5).
v3.24.3
Equity (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of Issuance of Equity Warrants to Investors and Associate Equity Warrants to investors and associated with the IPO, as of June 30, 2024:
Number of warrants/ options  Issuance date  Exercise price   Exercise ratio  Expiration date  Notes
7,860,861  September 13, 2022  $2.00   Each warrant is exercisable into 1 Ordinary Share  5 years following the issuance date  Registered for trading
187,500  September 15, 2022  $5.31   Each warrant is exercisable into 1 Ordinary Share  5 years following the issuance date  Owned by underwriter
23,640  September 15, 2022  $4.23   Each warrant is exercisable into 1 Ordinary Share  10 years following the issuance date  Owned by the legal advisor
Schedule of Options Activity Below is a summary of the Company’s option activity and related information with respect to options outstanding at the beginning and end of each period:
   Number of Options   Weighted-average exercise price 
         
Outstanding as of January 1, 2024   1,454,764   $0.777 
           
Expired or forfeited   (5,000)  $1.317 
           
Outstanding as of June 30, 2024   1,449,764   $0.775 
           
Exercisable as of June 30, 2024   956,042   $0.586 
Schedule of Options to Consultants The Company’s outstanding options to consultants as of June 30, 2024 were as follows:
Issuance date   In connection with    

No. of options

issued

   

Exercise

price

   

No. of options

exercisable

 
2015     Services rendered       110,655     $ 0.003       110,655  
2017     Services rendered       36,885     $ 0.003       36,885  
2021     Services rendered       69,090     $ 0.003 - $2.25       69,090  
2023     Services rendered       100,000     $ 0.546       51,111  
v3.24.3
General (Details)
$ in Thousands
1 Months Ended 6 Months Ended
Jun. 06, 2024
USD ($)
Feb. 16, 2023
shares
Sep. 16, 2022
shares
Nov. 30, 2023
USD ($)
shares
Sep. 30, 2022
USD ($)
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2024
₪ / shares
Dec. 31, 2023
₪ / shares
General [Line Items]                
Ordinary share par value (in New Shekels per share) | ₪ / shares             ₪ 0.01 ₪ 0.01
Net proceeds       $ 1,700 $ 13,300      
Equity committed to purchase $ 10,000              
Ordinary share issued (in Shares) | shares   169,125 40,000 4,444,444   500,000    
Proceeds from SEPA           $ 267    
Pre-paid advances           3,000    
Accumulated losses           25,400    
Convertible promissory note [Member[                
General [Line Items]                
Initial pre-paid advance           $ 2,000    
SEPA [Member]                
General [Line Items]                
Ordinary shares owning percentage 4.99%              
v3.24.3
Related Parties (Details)
₪ in Thousands, $ in Thousands
1 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2022
USD ($)
Sep. 30, 2022
ILS (₪)
Jun. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Related Parties [Line Items]        
Monthly salaries $ 19 ₪ 70    
Asher Dahan [Member]        
Related Parties [Line Items]        
Ownership percentage     5.00%  
Co-founders [Member] | Asher Dahan [Member]        
Related Parties [Line Items]        
Employment expenses     $ 154 $ 158
v3.24.3
Equity (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 6 Months Ended
Feb. 16, 2023
Dec. 14, 2022
Sep. 16, 2022
Nov. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Sep. 30, 2022
Equity [Line Items]                
Ordinary shares         20,887,428   20,387,428  
Exercised warrants to shares     40,000     724,139    
Ordinary shares issued 169,125   40,000 4,444,444 500,000      
Exercise price (in Dollars per share)   $ 2       $ 2    
Exercised ordinary shares           724,139    
Gross proceeds (in Dollars)       $ 2,000        
Public price (in Dollars per share)       $ 0.45        
Proceeds from SEPA (in Dollars)         $ 267      
Ordinary Shares [Member]                
Equity [Line Items]                
Exercise price (in Dollars per share)         $ 0.276      
Warrants [Member]                
Equity [Line Items]                
Exercise price (in Dollars per share)         0.0106      
IPO [Member]                
Equity [Line Items]                
Ordinary shares               3,750,000
Warrants to purchase               8,625,000
Exercise price (in Dollars per share)         $ 4      
v3.24.3
Equity (Details) - Schedule of Issuance of Equity Warrants to Investors and Associate
6 Months Ended
Jun. 30, 2024
$ / shares
shares
September 13, 2022 [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of warrants/ options | shares 7,860,861
Exercise price | $ / shares $ 2
Exercise ratio Each warrant is exercisable into 1 Ordinary Share
Expiration date 5 years following the issuance date
Notes Registered for trading
September 15, 2022 [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of warrants/ options | shares 187,500
Exercise price | $ / shares $ 5.31
Exercise ratio Each warrant is exercisable into 1 Ordinary Share
Expiration date 5 years following the issuance date
Notes Owned by underwriter
September 15, 2022 [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of warrants/ options | shares 23,640
Exercise price | $ / shares $ 4.23
Exercise ratio Each warrant is exercisable into 1 Ordinary Share
Expiration date 10 years following the issuance date
Notes Owned by the legal advisor
v3.24.3
Equity (Details) - Schedule of Options Activity
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Outstanding - beginning, Number of options | shares 1,454,764
Outstanding - beginning, Weighted-average exercise price | $ / shares $ 0.777
Expired or forfeited Number of options | shares (5,000)
Expired or forfeited Weighted-average exercise price | $ / shares $ 1.317
Outstanding - end, Number of options | shares 1,449,764
Outstanding - end, Weighted-average exercise price | $ / shares $ 0.775
Exercisable at end, Number of options | shares 956,042
Exercisable at end, Weighted-average exercise price | $ / shares $ 0.586
v3.24.3
Equity (Details) - Schedule of Options to Consultants
6 Months Ended
Jun. 30, 2024
$ / shares
shares
2015 [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
In connection with Services rendered
No. of options issued 110,655
No. of options exercisable 110,655
Exercise price (in Dollars per share) | $ / shares $ 0.003
2017 [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
In connection with Services rendered
No. of options issued 36,885
No. of options exercisable 36,885
Exercise price (in Dollars per share) | $ / shares $ 0.003
2021 [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
In connection with Services rendered
No. of options issued 69,090
No. of options exercisable 69,090
2021 [Member] | Minimum [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Exercise price (in Dollars per share) | $ / shares $ 0.003
2021 [Member] | Maximum [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Exercise price (in Dollars per share) | $ / shares $ 2.25
2023 [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
In connection with Services rendered
No. of options issued 100,000
No. of options exercisable 51,111
Exercise price (in Dollars per share) | $ / shares $ 0.546
v3.24.3
Significant Events in the Reporting Period (Details) - USD ($)
1 Months Ended 6 Months Ended
Sep. 04, 2024
Feb. 16, 2023
Sep. 16, 2022
Nov. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Significant Events in the Reporting Period [Line Items]            
Percentage of purchase price         97.00%  
Ordinary shares issued (in Shares)   169,125 40,000 4,444,444 500,000  
Proceeds from SEPA (in Dollars)         $ 267,000  
Issuance of shares, commitment fee (in Dollars)         $ 100,000  
Issuance of shares, commitment fee percentage         1.00%  
Percentage of commitment fee paid         50.00%  
Percentage of balance commitment fee paid         50.00%  
Percentage of commitment fee paid fully 1.00%          
Initial pre-paid advance (in Dollars)         $ 2,000,000  
Percentage of note discounted         96.00%  
Percentage of accrue interest         6.00%  
Percentage increasing accrue interest         18.00%  
Monthly installment amount percentage         5.00%  
Percentage of premium interest         5.00%  
Convertible promissory note (in Dollars)         $ 1,934,000
60 days after the issuance [Member]            
Significant Events in the Reporting Period [Line Items]            
Monthly installment amount percentage         10.00%  
Structuring fee [Member]            
Significant Events in the Reporting Period [Line Items]            
Structuring fee (in Dollars)         $ 10,000  
Convertible promissory notes [Member]            
Significant Events in the Reporting Period [Line Items]            
Conversion price per share (in Dollars per share)         $ 0.7  
Convertible promissory notes [Member]            
Significant Events in the Reporting Period [Line Items]            
Commitment amount (in Dollars)         $ 3,000,000  
v3.24.3
Subsequent Events (Details) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Aug. 15, 2024
Jun. 30, 2024
Sep. 20, 2024
Oct. 24, 2023
Subsequent Events [Line Items]        
Incentive plan term   10 years    
Consecutive business days       30 days
Standby Equity Purchased Agreement [Member]        
Subsequent Events [Line Items]        
Investment   $ 1,400    
Subsequent Event [Member]        
Subsequent Events [Line Items]        
Number of options issued 175,000      
Exercise price per share $ 0.434      
Option expire term 10 years      
Termination of employment or services term 90 days      
Fair value of option grant per share $ 0.19      
Option expenses $ 24      
Vesting periods 3 years      
Subsequent Event [Member] | Minimum [Member]        
Subsequent Events [Line Items]        
Lower limit reverse stocks split ratio 1:10      
Subsequent Event [Member] | Maximum [Member]        
Subsequent Events [Line Items]        
Upper limit reverse stocks split ratio 1:20      
Subsequent Event [Member] | 2024 Global Equity Incentive Plan [Member]        
Subsequent Events [Line Items]        
Issuance of ordinary shares 4,570,606      
Subsequent Event [Member] | 2024 Employee Stock Purchase Plan [Member]        
Subsequent Events [Line Items]        
Issuance of ordinary shares under ESPP 5,000,000      
Fair market value shares percentage 85.00%      
Subsequent Event [Member] | 2024 Employee Stock Purchase Plan [Member] | Minimum [Member]        
Subsequent Events [Line Items]        
Compensation percentage 1.00%      
Subsequent Event [Member] | 2024 Employee Stock Purchase Plan [Member] | Maximum [Member]        
Subsequent Events [Line Items]        
Compensation percentage 15.00%      
Common Stock [Member]        
Subsequent Events [Line Items]        
Ordinary share price       $ 1
Forecast [Member] | Standby Equity Purchased Agreement [Member]        
Subsequent Events [Line Items]        
Investment     $ 1,400  

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