Wearable Devices Ltd 6-K, filed Sep 9, 2025
Wearable Devices Ltd. (WLDS)
About this 6-K
Wearable Devices Ltd filed this 6-K on September 9, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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
Commission file number:
(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
On September 9, 2025, the Board of Directors of Wearable Devices Ltd. (the “Company”) approved an increase in the number of ordinary shares, no par value per share, of the Company reserved for issuance under the Company’s 2024 Global Equity Incentive Plan by 653,760 from 141,492 to 795,252.
In addition to the disclosure above, this Report of Foreign Private Issuer on Form 6-K (this “Report”), includes the Company’s: (i) disclosure in the paragraph above; (ii) Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2025, which are attached hereto as Exhibit 99.1; (iii) Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2025, which is attached hereto as Exhibit 99.2; and (iv) a press release issued by the Company on September 9, 2025 titled “Wearable Devices Announces First Half 2025 Financial Results”, which is attached hereto as Exhibit 99.3.
This Report (other than the second, third, fourth and fifth paragraphs of Exhibit 99.3 furnished herewith) is incorporated by reference into the registration statements on Form S-8 (File Nos. 333-284010, 333-269869 and 333-274343) and on Form F-3 (File Nos. 333-274841 and 333-287247) 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and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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, 2025. | |
| 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, 2025. | |
| 99.3 | Press release titled “Wearable Devices Announces First Half 2025 Financial Results”. | |
| 101.INS | Inline XBRL Instance Document – this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline IXBRL document) |
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 9, 2025 | By: | /s/ Asher Dahan |
| Asher Dahan | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
WEARABLE DEVICES LTD. AND ITS SUBSIDIARY
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
UNAUDITED
INDEX
- - - - - - - - - - - -
WEARABLE DEVICES LTD. AND ITS SUBSIDIARY
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars (in thousands)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | ||||||||
| Short-term bank deposits | ||||||||
| Governmental grant receivable | ||||||||
| Other receivables and prepaid expenses | ||||||||
| Inventories | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | ||||||||
The accompanying notes are an integral part of these interim condensed consolidated 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 | 2025 | 2024 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payables | |||||||||||
| Advance payments | |||||||||||
| Convertible promissory note | |||||||||||
| Accrued payroll and other employment related accruals | |||||||||||
| Accrued expenses | |||||||||||
| Lease liabilities | |||||||||||
| TOTAL CURRENT LIABILITIES | |||||||||||
| Lease liabilities | |||||||||||
| TOTAL LIABILITIES | |||||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
| Ordinary shares, NIS Authorized | 1 | ||||||||||
| Additional paid-in capital | 1 | ||||||||||
| Accumulated losses | ( | ) | ( | ) | |||||||
| TOTAL SHAREHOLDERS’ EQUITY | |||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
The accompanying notes are an integral part of these interim condensed consolidated 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, | |||||||
| 2025 | 2024 | |||||||
U.S. dollars in thousands (except per share amounts) | ||||||||
| Revenues | ||||||||
| Expenses: | ||||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Impairment of product sales inventory | ( | ) | ||||||
| Research and development, net | ( | ) | ( | ) | ||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| OPERATING LOSS | ( | ) | ( | ) | ||||
| FINANCING INCOME, NET | ||||||||
| LOSS BEFORE TAXES | ( | ) | ( | ) | ||||
| Tax expenses | ( | ) | ||||||
| NET LOSS AND TOTAL COMPREHENSIVE LOSS | ( | ) | ( | ) | ||||
| Net loss per ordinary share, basic and diluted* | ( | ) | ( | ) | ||||
| Weighted average number of ordinary shares outstanding basic and diluted* | ||||||||
| * |
The accompanying notes are an integral part of these interim condensed consolidated 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 of | paid-in | Accumulated | ||||||||||||||||||
| shares * | Amount | capital | losses | Total | ||||||||||||||||
| U.S. dollars in thousands |
U.S. dollars in thousands | |||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2023 | 46 | (17,305 | ) | |||||||||||||||||
| CHANGES DURING THE SIX MONTHS ENDED JUNE 30, 2024: | ||||||||||||||||||||
| Issuance of shares associated with the SEPA (as defined below) (see note 4.a) | 1 | - | ||||||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||
| Comprehensive loss | - | - | (4,210 | ) | ( | ) | ||||||||||||||
| BALANCE AS OF JUNE 30, 2024 | 58 | (25,433 | ) | |||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2024 | 67 | (29,102 | ) | |||||||||||||||||
| CHANGES DURING SIX MONTHS ENDED JUNE 30, 2025: | ||||||||||||||||||||
| Issuance of ordinary shares under registered direct offering | - | - | ||||||||||||||||||
| Issuance of ordinary shares and pre-funded warrants associated with best-efforts offering (see note 4.a)*** | - | - | ||||||||||||||||||
| Issuance of ordinary shares for the reverse share split process | - | - | ||||||||||||||||||
| Issuance of shares associated with warrant exercise inducement transaction (see note 4.a) | - | - | ||||||||||||||||||
| Share-based compensation | - | - | - | |||||||||||||||||
| Issuance of ordinary shares from an exercise of options and upon vesting of restricted stock units (“RSUs”) | - | ** | - | |||||||||||||||||
| Comprehensive loss | - | - | (3,715 | ) | ( | ) | ||||||||||||||
| BALANCE AS OF JUNE 30, 2025 | 67 | (32,817 | ) | |||||||||||||||||
| * |
| ** |
| *** |
The accompanying notes are an integral part of these interim condensed consolidated 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, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments required to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation | ||||||||
| Accrued interest on deposits | ( | ) | ||||||
| Interest expenses on convertible promissory note | ||||||||
| Share-based compensation expenses | ||||||||
| Provision for inventory write-off | - | |||||||
| Unrealized gain from foreign currency derivative activities | ||||||||
| Changes in operating assets and liabilities items: | ||||||||
| Decrease (increase) in inventory | ( | ) | ||||||
| Increase in accounts receivables | ( | ) | ||||||
| Decrease in governmental grants receivables | ||||||||
| Decrease in other receivables and prepaid expenses | ||||||||
| Decrease in advance payments | ( | ) | ( | ) | ||||
| Decrease in accounts payable | ( | ) | ( | ) | ||||
| Increase in accrued payroll and other employment related accruals | ||||||||
| Increase (decrease) in accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds (investments) associated with deposits, net | ( | ) | ||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of convertible promissory note (see note 1.f.) | ||||||||
| Repayment of convertible promissory note | ( | ) | ||||||
| Proceeds from issuance of ordinary shares associated to best effort deal | ||||||||
| Proceeds from issuance of ordinary shares under inducement offer letter agreement | ||||||||
| Proceeds from issuance of ordinary shares associated with the SEPA (see note 4.a) | ||||||||
| Net cash provided by financing activities | ||||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | ||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Interest received from deposits | ||||||||
The accompanying notes are an integral part of these interim condensed consolidated 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 |
The Company’s revenues were derived from:
| 1) |
The sales of business-to-consumer (“B2C”) products, the “Mudra Band” and the “Mudra Link”. | |
| 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, 2025, and June 30, 2024, most of the Company’s revenues were derived from the sales of Mudra Band and Mudra Link to B2C customers.
| 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. | In October 2024,
All share amounts, share prices, and exercise prices have been adjusted retroactively within these financial statements to reflect the Reverse Share Splits.
|
| d. | On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared war against Hamas and the Israeli military began to call-up reservists for active duty. As of September 9, 2025, the hostilities have continued. |
Following the attack by Hamas on Israel’s southern border, Hezbollah, a terrorist organization in Lebanon, has also launched missile, rocket, and shooting attacks against Israeli military sites, troops, and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in southern Lebanon, and in October 2024, the Israeli military initiated a ground operation in Lebanon, primarily near the Israel-Lebanon border. As of the end of November 2024, Israel entered into a ceasefire agreement with Hezbollah, but there are no guarantees as to whether the agreement will hold or whether further hostilities will resume.
7
WEARABLE DEVICES LTD. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (cont.):
In June 2025, in light of continued nuclear threats and intelligence assessments indicating imminent attacks, Israel launched a preemptive strike directly targeting military and nuclear infrastructure inside Iran aimed to disrupt Iran’s capacity to coordinate or launch further hostilities against Israel, as well as disrupt its nuclear program. As of September 9, 2025, there is a ceasefire between Israel and Iran, but hostilities between Israel and Iran may further escalate, with both sides launching attacks against one another. In addition, during the two-week fighting with Iran in June 2025, Israel closed its airspace and ceased all port activity related to commercial shipments.
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 September 9, 2025, these events have had no material impact on the Company’s operations.
| e. | On November 25, 2022, 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 $ |
On January 16, 2025, the Company received
a written notification from Nasdaq, which stated that the Company was no longer in compliance with the minimum stockholders’ equity
requirement for continued listing on Nasdaq, due to the Company’s failure to maintain a minimum of $
The Company’s stockholders’
equity was approximately $
| f. | Going Concern: |
The accompanying interim condensed
consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of September 9,
2025, 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”) in the United States whereby it listed it Ordinary Shares on Nasdaq and raised net proceeds
of $
In
June 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”).
During 2024, the Company issued
8
WEARABLE DEVICES LTD. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL (cont.):
In November 2024, the Company completed
a registered direct offering and raised net proceeds of $
On January 30, 2025, the Company
announced the closing of best efforts public offering. The Company received aggregate net proceeds of approximately $
On April 29, 2025, the Company entered
into an inducement offer letter agreement with a single institutional investor, pursuant to which the investor agreed to exercise warrants
that had been issued in connection with the Company’s registered direct offering and concurrent private placement completed in November
2024, and the best efforts public offering completed in January 2025 (see also notes 4.a.(4) and 4.a.(5)) in which the warrant exercise
resulted in gross proceeds to the Company of approximately $
As of June 30, 2025, the Company had
incurred accumulated losses of $
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, 2024 (the “Annual Financial Statements”).
There have been no changes in the Company’s significant accounting policies during the six months ended June 30, 2025, as compared to the critical accounting policies described in note 2 to the Annual Financial Statements, except as follows:
Inventory write off:
The Company periodically
evaluates the inventory quantities on hand relative to historical and projected sales volumes, current and historical selling prices.
Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items, excess inventories,
market prices lower than cost and adjusted revenue forecasts. Such write-off is recognized in the Company’s consolidated statements of
comprehensive loss. During the periods ended June 30, 2025 and June 30, 2024, the Company recorded inventory write-offs in the
amounts of $
The process of evaluating these write-offs often requires the Company to make subjective judgments and estimates concerning future sales potential at which such inventory will be sold in the normal course of business. Incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed of or sold. Given the significant assumptions required and the possibility that actual conditions will differ, the Company considers the valuations to be a critical accounting estimate.
Modification of warrants’ exercise price:
Both the January 2025 amendment of
certain warrants’ exercise price and April 2025 warrant exercise inducement transaction occurred concurrently with a fund raising.
Pursuant to the guidance of Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity and ASC
815, Derivatives and Hedging the warrants were classified as equity instruments before and after the warrant modification. In accordance
with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the warrants was accounted
for as an equity issuance cost in the amount of approximately $
9
WEARABLE DEVICES LTD. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – RELATED PARTIES
The
employment expenses of the Company’s co-founders: 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, 2025 and 2024 amounted to $
NOTE 4 – EQUITY
| a. | Share capital: |
| Outstanding as of December 31, 2024 | ||||
| Issuance of Ordinary Shares from an exercise of pre-funded warrants (3) | ||||
| Issuance of Ordinary Shares associated with best-efforts offering (4) | ||||
| Issuance of Ordinary Shares for the reverse split process (see note 1.c.) | ||||
| Issuance of Ordinary Shares associated with warrant exercise inducement transaction (5) | ||||
| Issuance of Ordinary Shares from an exercise of options | ||||
| Outstanding as of June 30, 2025 |
| (1) | In September 2022, the Company completed its IPO whereby the Company issued and sold in connection with the closing of the IPO |
The warrants were exercisable immediately
upon issuance, at an exercise price of $
| (2) | On June 6, 2024, the Company 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 $ |
| (3) | On November 27, 2024, the Company completed a registered direct offering and concurrent private placement for the issuance and sale
of |
10
WEARABLE DEVICES LTD. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – EQUITY (cont.):
The warrants
issued pursuant to the concurrent private placement have an exercise price of $
| (4) | On January 30, 2025, the Company announced the closing of best efforts public offering with a single institutional investor for the
purchase and sale of |
In connection
with the Offering, the Company also agreed to amend existing warrants that were previously issued on November 27, 2024 to the investor
participating in the Offering to purchase up to 205,500 Ordinary Shares of the Company, with an exercise price of $
| (5) |
11
WEARABLE DEVICES LTD. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – EQUITY (cont.):
| b. | Share-based compensation: |
b.1 Equity Warrants to investors and associated with the IPO and follow on fund raising, as of June 30, 2025:
| Number of warrants/ options | Issuance date | Exercise price | Exercise ratio | Expiration date | Notes | |||||||||
| September 13, 2022 | $ | |||||||||||||
| September 15, 2022 | $ | |||||||||||||
| September 15, 2022 | $ | |||||||||||||
| (*) | April 30, 2025 | $ | ||||||||||||
The
reported sale prices of Company’s Ordinary Shares and warrants on Nasdaq were $
| (*) | see also Note 5.a |
b.2 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, 2025 | $ | |||||||
| Exercised | ( | ) | $ | |||||
| Expired and forfeited | ( | ) | $ | |||||
| Outstanding as of June 30, 2025 | $ | |||||||
| Exercisable as of June 30, 2025 | $ | | ||||||
During the six month period ended June 30, 2025, the Company did not grant any new options to purchase Ordinary Shares.
12
WEARABLE DEVICES LTD. AND ITS SUBSIDIARY
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – EQUITY (cont.):
b.3 Options to consultants:
The Company’s outstanding options to consultants as of June 30, 2025 were as follows:
| Issuance date | In connection with | No. of options issued | Exercise price | No. of options exercisable | ||||||||||
| 2015 | $ | |||||||||||||
| 2017 | $ | |||||||||||||
| 2021 | $ | | ||||||||||||
| 2023 | $ | |||||||||||||
b.4 RSUs to employees and consultants:
In
August 2024, the Board approved the Company’s 2024 Global Equity Incentive Plan (the “Incentive Plan”), which provides
for the issuance of up to
The Incentive Plan provides for the grant of options, shares, restricted shares or RSUs 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.
On December 25, 2024, the Board approved the
grant of
During the six months period ended
June 30, 2025, the Company issued
NOTE 5 – SUBSEQUENT EVENTS
| a. | On August 6, 2025, the Company entered into an inducement offer letter agreement (the “Inducement Letter”) with the Selling Shareholder to purchase the New Warrants. |
Pursuant
to the Inducement Letter, the Selling Shareholder agreed to exercise for cash its
| b. | On September 9, 2025, the Board approved the increase of the shares reserved under the Incentive Plan. Following such approval, the
number of Ordinary Shares reserved under the Incentive Plan increased to |
13
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
As of June 30, 2025, 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.
Unless otherwise noted and other than in our historical financial statements and the notes thereto incorporated by reference herein, the share and per share information included herein reflects the 1-for-20 reverse share split and the 1-for-4 reverse share split of our outstanding Ordinary Shares, no par value per share, or the Ordinary Shares, that became effective on October 10, 2024 and March 17, 2025, respectively.
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 financial statements as of December 31, 2024, contained an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all; | |
| ● | 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; | |
| ● | 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; |
| ● | our ability to raise capital through the issuance of additional securities; | |
| ● | the impact of competition and new technologies; | |
| ● | the impact of developments in artificial intelligence technologies, including potential risks from their adoption, regulation, or misuse; | |
| ● | general market, political and economic conditions in the countries in which we operate; | |
| ● | the impact of tariffs, trade restrictions, and geopolitical shifts on our operations, supply chain, and market opportunities; | |
| ● | 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, the war with Iran and conflicts with Hezbollah in Lebanon; | |
| ● | projected capital expenditures and liquidity; | |
| ● | changes in our strategy; 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, 2024, or our Annual Report, which was filed with the Securities and Exchange Commission, or the SEC, on March 20, 2025, 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, 2025, 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 wrist wearable band for controlling digital devices using subtle touchless finger movements. Since our technology was introduced to the market in 2014, we have been working with both Business-to-Business, or B2B, and Business to Consumer, or B2C, customers as part of our push-pull strategy. We have completed the transition phase from research and development to commercialization of our technology into B2B and B2C products. At the same time, we are manufacturing our first B2C consumer product, the Mudra Band, an aftermarket accessory band for the Apple Watch which allows touchless operation and control of 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 was opened for pre-orders in September 2024 and we started shipping to customers in the first quarter of 2025.
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The Mudra Development Kit (formerly 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. Over 100 companies have purchased our Mudra Inspire, 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 9, 2025, 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, 2025 and 2024
The following table summarizes our unaudited results of operations for the six months ended June 30, 2025 and 2024:
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2025 | 2024 | ||||||
| Revenues | 294 | 394 | ||||||
| Cost of materials | (272 | ) | (315 | ) | ||||
| Write-off of inventory | (175 | ) | - | |||||
| Research and development, net | (1,466 | ) | (1,616 | ) | ||||
| Sales and marketing expenses | (919 | ) | (1,083 | ) | ||||
| General and administrative expenses | (1,220 | ) | (1,601 | ) | ||||
| Operating Loss | (3,758 | ) | (4,221 | ) | ||||
| Financing income, net | 43 | 11 | ||||||
| Comprehensive and net loss | (3,715 | ) | (4,210 | ) | ||||
Revenues
Revenue decreased by approximately $100 thousand, to approximately $294 thousand for the six months ended June 30, 2025 from approximately $394 thousand for the six months ended June 30, 2024. The revenues during the six months ended June 30, 2025 were mainly from sales of the Mudra Band and Mudra Link. The revenue decrease was mainly attributed to a reduction in sales to B2B customers, to whom the Company had provided development services during the corresponding interim period.
Cost of materials
Cost of materials sold decreased by approximately $43 thousand, to approximately $272 thousand for the six months ended June 30, 2025 from approximately $315 thousand for the six months ended June 30, 2024. The decrease was primarily due to a decline in sales to our B2C customers.
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Write-off of inventory
During the six months ended June 30, 2025, we recognized an inventory loss and write-off of $175 thousand in cost of goods sold, to cover risks arising from slow-moving items and excess inventories. During the six months ended June 30, 2024, we did not have an inventory write off.
Research and development, net
Research and development expenses, net decreased by approximately $150 thousand, or 9%, to approximately $1,466 thousand for the six months ended June 30, 2025 from approximately $1,616 thousand for the six months ended June 30, 2024. The decrease was primarily attributable to lower payroll expenses as a result of a reduced headcount and a decrease in material expenses, partially offset by an increase in share-based compensation expenses.
Sales and marketing expenses
Sales and marketing expenses decreased by approximately $164 thousand, or 15%, to approximately $919 thousand for the six months ended June 30, 2025, from approximately $1,083 thousand for the six months ended June 30, 2024. The decrease was primarily associated with lower payroll expenses due to a reduced headcount and a decrease in consulting expenses, partially offset by an increase in advertising expenses and share-based expenses.
General and administrative expenses
General and administrative expenses decreased by approximately $381 thousand, or 24%, to approximately $1,220 thousand for the six months ended June 30, 2025, from approximately $1,601 thousand for the six months ended June 30, 2024. The decrease was primarily due to lower payroll expenses, a reduction in professional consulting fees, and a decrease in directors and officers insurance expenses.
Financing income, net
Financing income, net was approximately $43 thousand for the six months ended June 30, 2025, compared to financing income, net of approximately $11 thousand for the six months ended June 30, 2024. The increase was primarily related to a decrease in our hedging expenses which incurred during the six months ended June 30, 2024 to protect ourselves in part from currency fluctuations.
Comprehensive and net loss
As a result of the foregoing, our total comprehensive and net loss for the six months period ended June 30, 2025 was approximately $3,715 thousand, compared to approximately $4,210 thousand for the same period ended June 30, 2024, a decrease of approximately $495 thousand in, or 12%, total comprehensive and net loss.
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, warrant inducement transactions in April and August 2025, a best efforts public offering in January 2025, a registered direct offering and private placement in November 2024, an underwritten public offering in November 2023 and our initial public offering, or the 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, 2025, we had approximately $3.45 million in cash and cash equivalents and short-term deposits. We continue to generate negative operating cash flow so far in 2025.
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As of June 30, 2025, we had incurred accumulated losses of $32.8 million and we expect to continue to fund our operations through issuances of 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 January 2025 and the warrant inducement transactions in April and August 2025, will be sufficient to support working capital and capital expenditure requirements through April 2026.
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 | 2025 | 2024 | ||||||
| Net cash used in operating activities | (2,967 | ) | (3,861 | ) | ||||
| Net cash provided by (used in) investing activities | (529 | ) | 3,967 | |||||
| Net cash provided by financing activities | 2,471 | 2,187 | ||||||
| Net increase (decrease) in cash and cash equivalents | (1,025 | ) | 2,293 | |||||
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 deposits, depreciation expenses and changes in operating assets and liabilities during each period.
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During the six months ended June 30, 2025 and 2024, net cash used in operating activities was approximately $2,967 thousand and approximately $3,861 thousand, respectively. The cash flow used in operating activities during the six months ended June 30, 2025 was mainly attributable to a net loss of approximately $3,715 thousand, partially offset by an increase in accrued payroll and other employment related accruals, decrease in inventory and prepaid expenses of $624 thousand. The cash flow used in operating activities during the six months ended June 30, 2024 was mainly attributable to a net loss of approximately $4,210 thousand, partially offset by a decrease in other receivables and prepaid expenses of $380 thousand.
Net cash provided by (used in) investing activities
Cash used in investing activities for the six months ended June 30, 2025 was $529 thousand as compared to cash generated from investing activities for the six months ended June, 2024 of $3,967 thousand. The cash flow used in investing activities during the six months ended June 30, 2025 was mainly attributable to an increase in short-term deposits during the current period, as compared to cash flow generated from investing activities during the six months ended June 30, 2024 that was mainly attributable to cash received from maturing deposits.
Net cash provided by financing activities
Cash provided by financing activities during the six months ended June 30, 2025, totaled approximately $2,471 thousand, as compared to $2,187 thousand during the six months ended June 30, 2024. Cash provided by financing activities during the six months ended June 30, 2025 was mainly comprised of the proceeds from best efforts offering and warrants inducement agreement, partially offset by the repayment of convertible promissory note. 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 a convertible promissory note pursuant to the terms of our Standby Equity Purchase Agreement, or the SEPA, with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LP.
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.
On November 27, 2024, we closed a registered direct offering for the issuance and sale of 63,000 Ordinary Shares and pre-funded warrants to purchase up to 142,500 Ordinary Shares and a concurrent private placement for the sale of warrants to purchase up to 205,500 Ordinary Shares, at a combined purchase price of $9.00 per Ordinary Share and accompanying warrant and a combined purchase price of $8.9996 per pre-funded warrant and accompanying warrant. We received aggregate gross proceeds of approximately $1.85 million, before deducting placement agent fees and other offering expenses. The warrants issued pursuant to the concurrent private placement have an exercise price of $10.00 per Ordinary Share, were immediately exercisable and will expire five years following the date of issuance. Following the reasonable best efforts public offering from January 30, 2025 (described below), the exercise price of these warrants was reduced to $4.00. The pre-funded warrants have an exercise price of $0.0004 per Ordinary Share, were immediately exercisable upon issuance and may be exercised at any time until the pre-funded warrants are exercised in full (subject to certain beneficial ownership limitations).
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On January 30, 2025, we closed a “reasonable best efforts” public offering with a single institutional investor for the purchase and sale of 86,250 Ordinary Shares, pre-funded warrants to purchase up to 538,750 Ordinary Shares and warrants to purchase up to 625,000 Ordinary Shares, at a combined offering price of $4.00 per share and accompanying warrant and a combined offering price of $3.9996 per pre-funded warrant and warrant. We received aggregate gross proceeds of approximately $2.5 million, before deducting placement agent fees and other offering expenses. The warrants have an exercise price of $4.00 per Ordinary Share, are exercisable immediately and expire five years from the issuance date. The pre-funded warrants have an exercise price of $0.0004 per Ordinary Share, were immediately exercisable upon issuance and may be exercised at any time until the pre-funded Warrants are exercised in full (subject to certain beneficial ownership limitations).
On April 30, 2025, we closed a warrant inducement transaction with a single institutional investor whereby the investor agreed to exercise for cash (i) warrants to purchase up to 205,500 Ordinary Shares, originally issued on November 27, 2024, and (ii) warrants to purchase up to 625,000 Ordinary Shares, originally issued on January 30, 2025 at a reduced exercise price of $1.45 per share, or the April 2025 Inducement Warrants. In consideration for the immediate exercise of the Existing Warrants, we issued to the investor warrants to purchase up to an aggregate of 1,661,000 Ordinary Shares at an exercise price of $1.45 per share, or the April 2025 Inducement Warrants. We received aggregate gross proceeds of approximately $1.2 million, before deducting fees and other offering expenses. The April 2025 Inducement Warrants were exercisable immediately upon issuance and expire five years from the date of issuance.
On August 7, 2025, we closed a warrant inducement transaction with a single institutional investor whereby the investor agreed to exercise for cash the April 2025 Inducement Warrants at an exercise price of $1.45 per share. In consideration for the immediate exercise of the April 2025 Inducement Warrants, we agreed to issue to the investor warrants to purchase up to an aggregate of 3,322,000 Ordinary Shares at an exercise price of $1.71 per share, or the New Warrants. The issuance of the New Warrants is subject to shareholder approval. We received aggregate gross proceeds of approximately $2.4 million, before deducting fees and other offering expenses. The New Warrants will be exercisable immediately upon issuance and expire five years from the date of issuance.
Going Concern
As of June 30, 2025, we had incurred accumulated losses of $32.8 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%-4% 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, 2025, we had a contingent obligation to pay royalties to the IIA in the principal amounted of $2.4 million.
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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, 2025, 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, 2024 and December 31, 2023 – Research and Development Expenses, net” in our Annual Report.
Trend Information
As of the date of this report, we employ 26 full-time employees (including one employee located in Lithuania and one employee located in the United States), and seven part-time employees. We have four sub-contractors located in India, performing front end software application development. We intend to maintain this number of employees and expenses during 2025, 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”, starting the beginning of 2025 we also deliver the second B2C consumer product, the “Mudra Link” wristband, a universal gesture control neural wristband wearable which allows users to control any Bluetooth compatible device regardless of the operating system.
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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, 2025, 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.
In September 2024, we launched the Mudra Link, a universal gesture control wearable wristband and it was opened for pre-orders. In January 2025, we started delivering the Mudra Link to our B2C customers.
Revenue derived from the sale of Mudra Band and Mudra Link are 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 Development Kit sale has multiple performance obligations.
In those transactions, each obligation: hardware and API (for Mudra 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 Development Kit sales are upon delivery of the hardware and of pilot transactions within the pilot period.
Inventory write off
We periodically evaluate the inventory quantities on hand relative to historical and projected sales volumes, current and historical selling prices. Based on these evaluations, inventory write-offs are provided to cover risks arising from slow-moving items, excess inventories, market prices lower than cost and adjusted revenue forecasts. Such write-offs are recognized in our consolidated statements of comprehensive loss. During the periods ended June 30, 2025 and June 30, 2024, we recorded inventory write-offs in the amounts of $175 thousand and $0, respectively.
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The process of evaluating these write-offs often requires the Company to make subjective judgments and estimates concerning future sales potential at which such inventory will be sold in the normal course of business. Incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed of or sold. Given the significant assumptions required and the possibility that actual conditions will differ, we consider the valuations to be a critical accounting estimate.
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.
Equity Incentive Plans
In September 2015, our board of directors adopted the Company 2015 Share Option Plan, as amended, or the 2015 Plan, pursuant to the provisions of the Israeli Income Tax Ordinance. Following several amendments, our board of directors currently has the discretion to grant options to purchase Ordinary Shares from a pool of up to 39,857 Ordinary Shares. The number of Ordinary Shares in the pool is also subject to adjustment under certain circumstances (e.g., reorganization of our equity capital). As of September 9, 2025, 4,660 Ordinary Shares had been issued upon the exercise of options, 22,222 options had been allocated and/or granted but had not been exercised, and 12,976 Ordinary Shares remained available for future grants. In September 2025, our board of directors extended the 2015 Plan for additional 10 years.
On August 15, 2024, our board of directors approved the 2024 Global Equity Incentive Plan, or the Incentive Plan, which provides for the issuance of up to 57,132 Ordinary Shares. The Incentive Plan is subject to the approval of the Israeli Tax Authorities. 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 Company’s shareholders. The Incentive Plan was approved at the shareholders meeting held on September 26, 2024. On December 20, 2024, our board of directors approved an increase in the number of Ordinary Shares reserved for the Incentive Plan to 141,492. On September 9, 2025, our board of directors approved an increase of 653,760 Ordinary Shares reserved for the Incentive Plan, such that there are total of 795,252 Ordinary Shares underlying options or restricted share units, or RSUs, granted (including RSUs that were exercised into Ordinary Shares) or reserved for future issuance under the Incentive Plan.
The Incentive Plan provides for the grant of options, shares, restricted shares or RSUs 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.
On December 25, 2024, our board of directors approved the grant of 131,375 RSUs to employees and consultants, which will be automatically exercised into Ordinary Shares over a vesting period of between 12 months to 24 months, with the vesting starting on January 1, 2025. During the six months period ended June 30, 2025, the Company issued 46,136 Ordinary Shares upon the settlement of vested RSUs and did not grant any new RSUs to purchase Ordinary Shares.
On August 15, 2024, we adopted the 2024 Employee Stock Purchase Plan, or the ESPP, which provides for the issuance of up to 62,500 Ordinary Shares and includes an annex that governs the grants of awards to employees who are residents of the State of Israel. The ESPP was approved at the shareholders meeting held on September 26, 2024. 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 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 Compensation Committee of the Board of Directors 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. There have been no issuances under the ESPP as of September 9, 2025.
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Exhibit 99.3
Wearable Devices Announces First Half 2025 Financial Results
During this period, the Company started
generating revenues from commercial
sales of its Mudra Link, a universal gesture control wristband
Yokne’am Illit, Israel, September 9, 2025 -- 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, 2025, marking its commercial debut with the innovative Mudra Link wristband.
Management Commentary:
“We are excited to kick off 2025 with strong revenue momentum from the Mudra Link and Mudra Band, alongside a significantly reduced net loss compared to last year,” said Asher Dahan, Chairman and Chief Executive Officer of Wearable Devices. “This reflects our foothold in the global wearable tech market, a dynamic sector, as demand for intuitive, touchless interfaces skyrockets. In the first half of 2025, we started the delivery of Mudra Link, a universal gesture control wearable wristband, in addition to continued recognition of revenue from the sale of Mudra Band for Apple Watch, the Company’s B2C products. After a preorder period during which the Mudra Link generated strong customer interest, we began shipping the product at the beginning of 2025 and are pleased to have reached this important milestone.”
Mr. Dahan added: “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 we believe that Wearable Devices is well-positioned to be a leader in the space given our patented AI-based neural input interface technology.
Wearable Devices is riding the wave of a wearable tech revolution, with applications spanning consumer gadgets, military interfaces, and health analytics. The Company is cementing its role as a key player, leveraging AI innovation to meet this surging demand and deliver shareholder value.
The Japan collaboration taps into a tech-savvy market, while the LMM’s potential in cognitive state monitoring positions the Company to penetrate the health wearable market by 2026. Strategic B2B deals, like the military project, could unlock multi-million-dollar contracts as defense sectors prioritize touchless controls.”
First Half 2025 Financial Results and Recent Company Highlights:
| ● | Revenues: $294,000 from the initial B2C sale of Mudra Link, continuous revenues from Mudra Band for Apple Watch, and B2B collaborations, marking a strategic expansion with Mudra Link’s launch. This reflects Wearable Devices’ new capability to serve both Android and iOS devices, broadening its market reach with a universal neural interface wristband and Apple Watch accessory. |
| ● | Patents Strategy: In 2025, Wearable Devices executed a dynamic and forward-focused patent strategy, which protects core neural interface capabilities and enhances gesture recognition by accurately defining gesture start and end points- eliminating the need for buttons. These patents form the foundation of the Company’s broader IP roadmap, building a broad, adaptable, and defensible global portfolio that covers future wearable bio-potential applications. This strategy positions Wearable Devices to capitalize across consumer XR, industrial automation, and assistive technology markets while safeguarding its technological leadership. |
| ● | Launched a new innovative and disruptive product- the Mudra Link: Officially launched the Mudra Link, the first AI neural interface wristband for Android and beyond, providing advanced neural input technology for Android users. |
| ● | Entering the Japanese Tech-Savvy Market with new collaboration with Media Exceed Co., Ltd. (“Media Exceed”), a leading e-commerce company in Japan. Under this agreement, Media Exceed will serve as a non-exclusive reseller of the award-winning Mudra Band and Mudra Link, bringing Wearable Devices’ innovative neural technology to Japan. |
| ● | Released a new Mudra Link update for Mac and Windows users, transforming it into a personalized neural wristband controller worn on the wrist as well as other significant enhancements. |
| ● | Launched an innovative project to advance human-machine interfaces for military applications. This cutting-edge initiative introduces a touchless neural control system that would enable soldiers to operate critical tactical systems seamlessly, enhancing operational efficiency and safety in high-stakes environments. |
In the first half of 2025, Wearable Devices started delivering and recognizing revenues from the Mudra Link, a universal gesture control wearable wristband, in addition to continued recognition of revenue from the sale of Mudra Band for Apple Watch, the Company’s B2C products. Revenues for the six months ended June 30, 2025 were $294 thousand, as compared to approximately $394 thousand compared to the six months ended June 30, 2024. Net loss decreased to $3.7 million, or $(2.3) per basic and diluted share, in the six months ended June 30, 2025, compared to net loss of $4.2 million, or $(16.52) per basic and diluted share, for the six months ended June 30, 2024, primarily related to a decrease in the Company’s operating expenses in 2025.
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.
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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 belief that we are well-positioned to be a leader in the space of wearable devices; that we are cementing our role as a key player, leveraging AI innovation to meet this surging demand and deliver shareholder value; the LMM’s potential in cognitive state monitoring positions us to penetrate the health wearable market by 2026; that strategic B2B deals, like the military project, could unlock multi-million-dollar contracts as defense sectors prioritize touchless controls; that our IP strategy positions us to capitalize across consumer XR, industrial automation, and assistive technology markets while safeguarding our technological leadership and the benefits and advantages of our technology and products. 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, 2024, filed on March 20, 2025 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.
Investor Relations Contact
Michal Efraty
IR@wearabledevices.co.il
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| INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) |
U.S. dollars (in thousands)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | 2,064 | 3,089 | ||||||
| Short-term bank deposits | 1,392 | 862 | ||||||
| Governmental grant receivable | - | 17 | ||||||
| Other receivables and prepaid expenses | 133 | 322 | ||||||
| Inventories | 928 | 1,226 | ||||||
| TOTAL CURRENT ASSETS | 4,517 | 5,516 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Right-of-use assets | 181 | 330 | ||||||
| Property and equipment, net | 89 | 130 | ||||||
| TOTAL NON-CURRENT ASSETS | 270 | 460 | ||||||
| TOTAL ASSETS | 4,787 | 5,976 | ||||||
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| INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) |
U.S. dollars (in thousands)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payables | 93 | 157 | ||||||
| Advance payments | 12 | 83 | ||||||
| Convertible promissory note | - | 770 | ||||||
| Accrued payroll and other employment related accruals | 541 | 402 | ||||||
| Accrued expenses | 165 | 392 | ||||||
| Lease liabilities | 163 | 291 | ||||||
| TOTAL CURRENT LIABILITIES | 974 | 2,095 | ||||||
| Lease liabilities | - | 21 | ||||||
| TOTAL LIABILITIES | 974 | 2,116 | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares, NIS 0.01 par value: Authorized 50,000,000 as of June 30, 2025 and December 31, 2024; issued and outstanding 2,287,833 shares as of June 30, 2025 and 707,463 shares as of December 31, 2024 | 67 | 67 | ||||||
| Additional paid-in capital | 36,563 | 32,895 | ||||||
| Accumulated losses | (32,817 | ) | (29,102 | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | 3,813 | 3,860 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 4,787 | 5,976 | ||||||
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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
U.S. dollars (in thousands)
| Six months ended June 30, |
Six months ended June 30, |
|||||||
| 2025 | 2024 | |||||||
| U.S. dollars in thousands |
||||||||
| (except per share amounts) | ||||||||
| Revenues | 294 | 394 | ||||||
| Expenses: | ||||||||
| Cost of revenues | (272 | ) | (315 | ) | ||||
| Impairment of product sales inventory | (175 | ) | - | |||||
| Research and development, net | (1,466 | ) | (1,616 | ) | ||||
| Sales and marketing expenses | (919 | ) | (1,083 | ) | ||||
| General and administrative expenses | (1,220 | ) | (1,601 | ) | ||||
| OPERATING LOSS | (3,758 | ) | (4,221 | ) | ||||
| FINANCING INCOME, NET | 48 | 11 | ||||||
| LOSS BEFORE TAXES | (3,710 | ) | (4,210 | ) | ||||
| Tax expenses | (5 | ) | - | |||||
| NET LOSS AND TOTAL COMPREHENSIVE LOSS | (3,715 | ) | (4,210 | ) | ||||
| Net loss per ordinary share, basic and diluted | (2.3 | ) | (16.52 | ) | ||||
| Weighted average number of ordinary shares outstanding basic and diluted | 1,404,346 | 254,912 | ||||||
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| INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) |
U.S. dollars (in thousands)
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | (3,715 | ) | (4,210 | ) | ||||
| Adjustments required to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation | 48 | 54 | ||||||
| Accrued interest on deposits | (7 | ) | 39 | |||||
| Interest expenses on convertible promissory note | - | 14 | ||||||
| Share-based compensation expenses | 427 | 112 | ||||||
| Provision for inventory write-off | 175 | - | ||||||
| Unrealized gain from foreign currency derivative activities | - | 61 | ||||||
| Changes in operating assets and liabilities items: | ||||||||
| Decrease (increase) in inventory | 123 | (186 | ) | |||||
| Increase in accounts receivables | - | (47 | ) | |||||
| Decrease in governmental grants receivables | 17 | 101 | ||||||
| Decrease in other receivables and prepaid expenses | 189 | 380 | ||||||
| Decrease in advance payments | (72 | ) | (211 | ) | ||||
| Decrease in accounts payable | (64 | ) | (236 | ) | ||||
| Increase in accrued payroll and other employment related accruals | 138 | 62 | ||||||
| Increase (decrease) in accrued expenses | (226 | ) | 206 | |||||
| Net cash used in operating activities | (2,967 | ) | (3,861 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | (7 | ) | (36 | ) | ||||
| Proceeds (investments) associated with deposits, net | (522 | ) | 4,003 | |||||
| Net cash (used in) provided by investing activities | (529 | ) | 3,967 | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of convertible promissory note | - | 1,920 | ||||||
| Repayment of convertible promissory note | (770 | ) | - | |||||
| Proceeds from issuance of ordinary shares associated to best effort deal | 2,200 | - | ||||||
| Proceeds from issuance of ordinary shares under inducement offer letter agreement | 1,041 | - | ||||||
| Proceeds from issuance of ordinary shares associated with the SEPA | - | 267 | ||||||
| Net cash provided by financing activities | 2,471 | 2,187 | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (1,025 | ) | 2,293 | |||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,089 | 810 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,064 | 3,103 | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Interest received from deposits | 77 | 110 | ||||||
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