Form SCHEDULE 13D/A Wearable Devices Ltd. Filed by: Daniel Nissim
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Wearable Devices Ltd. (Name of Issuer) |
Ordinary shares, no par value per share (Title of Class of Securities) |
(CUSIP Number) |
Nissim Daniel 5 Ha'Rav Levin Street, Ramat Gan, L3, 5226039 972-54-232-1222 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
J.B.D Innovation Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
381,361.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Based on a total of 2,189,469 ordinary shares, no par value per share, of Wearable Devices Ltd. (the "Ordinary Shares" and the "Issuer", respectively) outstanding as of June 17, 2026 (as reported in the Issuer's Report on Form 6-K filed with the Securities and Exchange Commission on June 17, 2026).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Nissim Daniel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
381,361.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Nissim Daniel is the sole owner, the sole director and the Chief Executive Officer of J.B.D Innovation Ltd. ("J.B.D").
(2) Based on a total of 2,189,469 Ordinary Shares outstanding as of June 17, 2026 (as reported in the Issuer's Report on Form 6-K filed with the Securities and Exchange Commission on June 17, 2026).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Victor Tshuva & Co. - Law Offices | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
381,361.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Based on a total of 2,189,469 Ordinary Shares outstanding as of June 17, 2026 (as reported in the Issuer's Report on Form 6-K filed with the Securities and Exchange Commission on June 17, 2026).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Victor Tshuva | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
381,361.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Victor Tshuva is the sole owner and the Chief Executive Officer of Victor Tshuva & Co. - Law Offices ("Victor Tshuva & Co.").
(2) Based on a total of 2,189,469 Ordinary Shares outstanding as of June 17, 2026 (as reported in the Issuer's Report on Form 6-K filed with the Securities and Exchange Commission on June 17, 2026).
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, no par value per share | |
| (b) | Name of Issuer:
Wearable Devices Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
5 HA-TNUFA ST., YOKNE'AM ILLIT,
ISRAEL
, 2066736. | |
Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D previously filed by the undersigned on July 27, 2026, as amended on July 29, 2026 (as amended, the "Schedule 13D"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged. The Reporting Persons are filing this Amendment No. 2 to disclose certain legal proceedings commenced by the Reporting Persons relating to the Issuer, including related correspondence with the Issuer, and the issuance of a temporary injunction by the Economic Department of the District Court of Haifa, Israel. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:
On July 31, 2026, the Issuer announced that it entered into a securities purchase agreement with a single institutional investor in a private placement transaction for the purchase and sale of 1,000,000 Ordinary Shares (or Ordinary Share equivalents in lieu thereof) and warrants to purchase up to 1,000,000 Ordinary Shares at a combined purchase price of $3.285 per share and accompanying warrant (the "Private Placement"). On August 1, 2026, the Reporting Persons communicated to the Issuer their objection to the proposed Private Placement and demanded that the Issuer refrain from consummating it. The Reporting Persons asserted, among other things, that the Private Placement would improperly alter the Issuer's capital structure and voting dynamics and affect matters that may be considered by the Issuer's shareholders in connection with the issues previously raised by the Reporting Persons in their prior demand for a special meeting of shareholders. The Reporting Persons further asserted that the Private Placement was not in the best interests of the Issuer and its shareholders and requested that the Issuer take no further action to proceed with the closing of the Private Placement. On August 2, 2026, the Issuer responded and rejected the Reporting Persons' position, asserting, among other things, that the Private Placement was a market-priced financing undertaken in the ordinary course of the Issuer's business, that the Issuer had a continuing need to raise capital to fund its operations and growth, and that the Private Placement would not impair the ability of shareholders to pursue the matters raised in the Reporting Persons' demand for a special meeting of stockholders.
On August 2, 2026, the Reporting Persons commenced proceedings in the Economic Department of the District Court of Haifa, Israel (the "Court"), seeking temporary injunctive relief in connection with the Private Placement. On August 2, 2026, the Court issued an ex parte temporary injunction, scheduled a hearing for August 16, 2026, and temporarily prohibited the Issuer from advancing the Private Placement or otherwise modifying its capital structure, pending further order. The Court noted that its decision was issued at a preliminary stage of the proceedings and on an ex parte basis, prior to receiving the positions of the Issuer or the investor in the Private Placement, and that its decision should not be construed as a determination regarding the outcome of the application.
The Reporting Persons intend to continue pursuing their rights and remedies in connection with the foregoing matters. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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