WLDS 6-K
Wearable Devices Ltd. (WLDS)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-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 August 2026 (Report No. 3)
Commission File Number: 001-41502
WEARABLEDEVICES Ltd.
(Translation of registrant’s name into English)
5Ha-Tnufa Street
Yokne-amIllit, 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
Closingof Private Placement
On August 10, 2026, Wearable Devices Ltd. (the “Company”) completed its previously announced private placement with a single institutional investor (the “Private Placement”), pursuant to the Securities Purchase Agreement, dated July 31, 2026, as previously disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on August 5, 2026. The Company received aggregate gross proceeds of approximately $3.3 million from the Private Placement, before deducting placement agent fees and other offering expenses payable by the Company.
Entryinto Cooperation Agreement and Settlement of Shareholder Dispute
As previously reported by the Company in its Reports of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission (the “SEC”) on July 27, 2026 and August 4, 2026, J.B.D Innovation Ltd. (“JBD”) and Victor Tshuva & Co. – Law Offices (“Victor Tshuva & Co.” and, together with JBD, the “Shareholders”) delivered a demand letter to the Company requesting that the Company convene a special general meeting of shareholders to consider, among other matters, the removal of certain directors and the election of director nominees designated by the Shareholders (the “Demand Letter”). The Shareholders subsequently commenced proceedings against the Company and certain additional respondents in the Economic Department of the Haifa District Court (the “Court”) seeking injunctive relief in connection with the Company’s previously announced private placement (the “Court Proceedings”). The Court granted a temporary injunctive relief and halted the consummation of the Private Placement on August 2, 2026.
On August 7, 2026, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Shareholders to resolve the matters raised in the Demand Letter and the Court Proceedings and certain other matters relating to the composition of the Company’s board of directors (the “Board”). The Cooperation Agreement was entered into without any admission by any party of any allegation, liability or responsibility.
Pursuant to the Cooperation Agreement, effective three business days following the dismissal of the Court Proceedings (the “Effective Date”), Ms. Lurie and Mr. Wagner (the “Departing Directors”) will resign from the Board and all committees thereof. Also effective three business days following the Effective Date, the Company will take the necessary actions to appoint Mr. Avichay Vardi, Mr. Oz Adler, Mr. Gabriel Kabazo and Ms. Hila Kiron Revach (collectively, the “New Directors”) to serve as members of the Board. Mr. Vardi and Mr. Adler will serve as Class I Directors, while Ms. Revach and Mr. Kabazo will serve as Class II and Class III Directors, respectively. The biographies of the New Directors are provided below. Following the appointment of the New Directors and the resignation of the Departing Directors, the Board will consist of seven members.
Based on questionnaires and declarations provided by the New Directors, the Company has determined that each New Director qualifies as an “independent director” pursuant to Nasdaq Listing Rule 5605 and is eligible to serve as a director of a public company under applicable U.S. and Israeli law. Each New Director will have the same rights and benefits, including with respect to compensation, indemnification, exculpation and directors’ and officers’ liability insurance coverage, as the other non-employee members of the Board, except where shareholder approval is required under applicable Israeli law.
Pursuant to the Cooperation Agreement, the Shareholders will irrevocably withdraw the Demand Letter and any related materials, demands or notices submitted to the Company in connection therewith and cease all efforts in furtherance of the demand to convene the special general meeting and any related solicitation.
The parties have also agreed that the Court Proceedings will be dismissed, with no order as to costs. Simultaneously with the execution of the Cooperation Agreement, the parties agreed to file with the Court a joint notice and motion for termination of the Court Proceedings. On August 10, 2026, the Court dismissed the Court Proceedings with no order as to costs.
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In addition, during the two-years following the execution of the Cooperation Agreement, each Shareholder has agreed, and has agreed to cause its affiliates to, refrain from taking any direct or indirect action to knowingly hinder, interfere with, change or influence the Company’s or any of its subsidiaries’ corporate governance, operations, management or Board composition, except as expressly permitted by the Cooperation Agreement, with the prior written consent of the Company or in connection with voting its shares at general meetings of shareholders of the Company.
The Cooperation Agreement also contains releases by the parties. As of the Effective Date, each Shareholder, severally, releases the Company, its affiliates, their current and former officers, directors, employees, agents and representatives, and each Departing Director from claims arising prior to and including the Effective Date in connection with the Demand Letter, the special general meeting, the Court Proceedings, the Private Placement, the Cooperation Agreement and related matters. As of the Effective Date, the Company releases the Shareholders and their respective affiliates, officers, directors, employees, agents and representatives from claims arising prior to and including the Effective Date in connection with the Demand Letter, the Court Proceedings, the Private Placement, Cooperation Agreement and related matters. The releases do not include rights or claims to enforce the Cooperation Agreement or claims relating to fraud, malicious actions or willful misconduct. The parties have also agreed to mutual non-disparagement provisions.
Biographiesof the New Directors
Mr.Oz Adler, CPA, has served as Chief Executive Officer of SciSparc Ltd. (Nasdaq: SPRC) since January 2022 and has served as SciSparc Ltd.’s Chief Financial Officer since April 2018. Mr. Adler has experience in a wide variety of managerial, financial, tax and accounting roles. Mr. Adler currently serves on the board of directors of numerous public companies such as Polyrizon Ltd. (Nasdaq: PLRZ), Nexera Technologies Ltd. (Nasdaq: NEXR), Rail Vision Ltd. (Nasdaq: RVSN) and Clearmind Medicine Inc. (Nasdaq: CMND), (FSE: CWY), and previously served as the chief financial officer of Xylo Technologies Ltd. from December 2020 to April 2021. From 2012 until 2017, Mr. Adler was employed as a certified public accountant at Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. Mr. Adler holds a B.A. in Accounting and Business management from The College of Management, Israel.
Mr.Gabriel Kabazo has served as Fort Technology Inc.’s Chief Executive Officer since July 2025. Mr. Kabazo is an experienced finance and operations professional with over 20 years of experience supporting accounting, financing and information technology operations in complex corporate settings. Since May 2020, Mr. Kabazo has served as Chief Financial Officer of Femto Technologies Inc. (Nasdaq: FMTO). Since July 2022, Mr. Kabazo has served as Chief Financial Officer of Plantify Foods, Inc. (TSXV:PTFY). Since January 2022, he has served as Chief Financial Officer of Starmet Ventures Inc. (CSE: STAR). From 2002 to 2011, he served as Chief Financial Officer of m-Wise Inc. (OTCBB:MWIS). Mr. Kabazo received a B.A. in Accounting & Economics from Tel Aviv University in 1997 and earned his C.P.A. (Israel) designation in 1999. In 2006, he earned an MBA (Financing) from the University of British Columbia, Sauder School of Business.
Ms.Hila Kiron Revach has served on the board of directors of Rail Vision Ltd. (Nasdaq: RVSN, RVSNW) since January 2024. Ms. Kiron Revach has served as a member of the board of directors of Geffen Biomed Ltd. since 2014 and has been a member of the board of directors of Zmiha Investment House Ltd. since 2021. In 2021, Ms. Kiron-Revach served as a professional advisor to the chairman of the board of directors and acting secretary of Eilat Ashkelon Pipeline Company. From 2015 until 2021, Ms. Kiron Revach served as a senior professional advisor to ministers in the Israeli government, including the minister of foreign affairs and minister of transportation. From 2012 until 2015, Ms. Kiron Revach served as Chief Executive Officer of Hamil 38 - the Israeli Center for National Master Plan to Strengthen Existing Building in the Face of Earthquakes, Tama 38 Ltd. and as an attorney at Tabakman & Co. Law Firm. In 2007, Ms. Kiron Revach founded Eliya - AB and served as its Chief Executive Officer until 2010. Ms. Kiron Revach holds an LL.B. from the Netanya Academic College and is a licensed attorney in Israel.
Mr.Avichay Vardi has been the owner and principal of Avichay N. Vardi & Co., Law Office since 2003. Mr. Vardi served as a court appointed trustee in a number of cases in liquidation and restricting and insolvency proceedings Mr. Vardi holds an LL.B from the Bar-Ilan University and is a licensed attorney in Israel.
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FinancingCommitment
In connection with the Cooperation Agreement, on August 7, 2026, the Company and JBD entered into a side letter (the “Side Letter”), pursuant to which JBD irrevocably committed, for a period of 24 months commencing on the date thereof, to provide financing to the Company if the Board determines in good faith, based on the Company’s then-current operating plan, projected cash requirements and other relevant financial information, that the Company does not have sufficient financial resources to fund its currently existing operations for at least the following 24 months. If such condition is satisfied, JBD has agreed to provide, either directly or through one or more of its affiliates or another financing vehicle designated by JBD, debt financing to the Company in an aggregate principal amount of not less than $12.0 million (the “Financing Commitment”) for the purpose of funding the Company’s ongoing business operations.
The Financing Commitment will be provided in the form of debt convertible into ordinary shares of the Company and will be documented pursuant to one or more definitive financing agreements. The structure and commercial terms of such convertible debt financing, including the amount and timing of funding, interest rate, if applicable, maturity, repayment terms, conversion mechanics, prepayment provisions, events of default, security, if any, financial covenants and other customary terms, will be negotiated and agreed in good faith between JBD and the Board then in office, including the directors appointed pursuant to the Cooperation Agreement.
The Side Letter does not obligate JBD to provide any funding as of the date thereof, and JBD’s obligation to provide the Financing Commitment will arise only upon the occurrence of the condition as described in the Side Letter.
The foregoing summaries of the Cooperation Agreement and Side Letter do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the Cooperation Agreement and the Side Letter, copies of which are furnished as Exhibits 10.1 and 10.2, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”) and are incorporated herein by reference.
This Report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This Report is incorporated by reference into the registration statements on Form S-8 (File Nos. 333-291857, 333-290148, 333-284010, 333-269869 333-274343 and 333-293968) and on Form F-3 (File No. 333-274841, 333-291100 and 333-295793) 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.
Forward-LookingStatements:
This Report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. For example, the Company is using forward-looking statements when it discusses the anticipated implementation of the Cooperation Agreement, including the resignation and appointment of directors contemplated thereby, the dismissal of the Court Proceedings, the withdrawal of the Demand Letter, and the availability, terms and potential funding of the Financing Commitment contemplated by the Side Letter. All statements other than statements of historical facts included in this Report are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its 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 the Company’s control. The Company’s 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 the risks and uncertainties described in the Company’s annual report on Form 20-F for the year ended December 31, 2025, filed with the Commission on March 12, 2026, and the Company’s other filings with the Commission. The Company undertakes 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.
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EXHIBITINDEX
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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:<br> August 10, 2026 | By: | /s/<br> Asher Dahan |
| Asher<br> Dahan | ||
| Chief<br> Executive Officer |
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Exhibit 10.1
COOPERATION AGREEMENT
This COOPERATION AGREEMENT (this “Agreement”) dated as of August 7, 2026, is by and among J.B.D Innovation Ltd. (“JBD”) and Victor Tshuva & Co. - Law Offices (“Victor Tshuva & Co.”; and together with JBD, the “Shareholders”), on the one hand, and Wearable Devices Ltd. (the “Company”), on the other hand.
WHEREAS, (a) JBD beneficially owns (pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) 315,361 ordinary shares, no par value per share, of the Company (the “Ordinary Shares”), which represent approximately 14.4% of the issued and outstanding Ordinary Shares as of the date of this Agreement; and (b) Victor Tshuva & Co. beneficially owns (pursuant to Rule 13d-3 promulgated under the Exchange Act) 66,000 Ordinary Shares, which represent approximately 3.0% of the issued and outstanding Ordinary Shares as of the date of this Agreement (collectively, the “Shareholder Shares”), which collectively represent approximately 17.4% of the issued and outstanding Ordinary Shares as of the date of this Agreement; and
WHEREAS, on July 27, 2026, the Shareholders delivered to the Company a demand letter (the “Demand Letter”) demanding that the Company convene a special general meeting of shareholders (the “SGM”) to consider, among other matters, the removal of certain directors and the election of director nominees designated by the Shareholders; and
WHEREAS, on August 2, 2026, the Shareholders commenced proceedings in the Economic Department of the District Court of Haifa, Israel (the “Court”) seeking injunctive relief in connection with a proposed private placement by the Company announced on July 31, 2026 (the “Private Placement”), and on August 2, 2026, the Court issued a temporary injunction in connection therewith (the “Court Proceedings”); and
WHEREAS, the Company and the Shareholders have determined to come to an agreement with respect to the composition of the Company’s Board of Directors (the “Board”) and certain other matters in order to resolve the matters raised in the Demand Letter and the Court Proceedings, as set forth herein; and
WHEREAS, without limiting the parties’ respective claims and defenses as set forth in the pleadings filed on their behalf, and without any admission by either party of any allegation, liability, or responsibility to the other, the parties desire to fully, finally, and conclusively settle and resolve all disputes, allegations, demands, and claims arising out of or relating to the matters that are the subject of the Demand Letter and Court Proceedings.
NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- Board Matters.
(a) Director Resignations. Effective as of three (3) business days following the Effective Date (as such term is defined below), the Company shall provide the Shareholders with true copies of resignation letters, effective as of such date, signed by each of Ms. Lurie and Mr. Wagner (the “Departing Directors”), thereby resigning from the Board, from all committees thereof and from all positions with the Company and any of its subsidiaries.
(b) New Director Appointments. Effective as of three (3) business days following the Effective Date, the Company, the Board members, and all applicable committees thereof shall take such actions as are necessary in accordance with the Company’s Amended and Restated Articles of Association (the “Articles”) to appoint the following persons (the “New Directors”) to serve as members of the Board effective as of such date: (i) Mr. Avichay Vardi, who shall be appointed as a Class I Director; (ii) Mr. Oz Adler, who shall be appointed as a Class I Director; (iii) Mr. Gabriel Kabazo, who shall be appointed as a Class III Director; and (iv) Ms. Hila Karon Revach, who shall be appointed as a Class II Director. Following the appointment of the New Directors and the resignation of the Departing Directors, the Board shall consist of seven (7) members.
(c) Based on the questionnaires and declarations provided by the New Directors, the Company has determined that each New Director qualifies (i) as an “independent director” pursuant to Listing Rule 5605 of The Nasdaq Stock Market LLC (“Nasdaq”) with respect to director independence, and (ii) to serve as a director of a public company under applicable U.S. and Israeli law.
(d) The Company agrees that each New Director shall have the same rights and benefits (including with respect to compensation, indemnification, exculpation and directors’ and officers’ liability insurance coverage) as all other non-employee members of the Board, except where granting such rights requires shareholder approval under the Israeli Companies Law, 1999 and the rules and regulations promulgated thereunder (the “CompaniesLaw”).
(e) Withdrawal of Demand Letter. Immediately following the occurrence of the events set forth in Section 1(a) and 1(b) above, the Shareholders (i) hereby irrevocably withdraw the Demand Letter and any related materials, demands or notices submitted to the Company in connection therewith, and (ii) shall immediately cease all efforts, direct or indirect, in furtherance of the demand to convene the SGM and any related solicitation.
- Dismissal of the Proceeding and Settlement of Claims.
(a) The parties agree that the Court Proceedings shall be dismissed, with no order as to costs. The date of such dismissal shall be referred to as the “Effective Date”.
(b) Simultaneously with the execution of this Agreement, the parties shall file with the Court a joint notice and motion for termination of the Court Proceedings and for this Agreement to be given the force and effect of a judgment, in the form attached hereto as Exhibit A.
(c) The parties represent and agree that they shall not enforce, directly or indirectly, any guarantee, security, or interim relief provided in the Court Proceedings or in connection therewith, and that neither party shall have any claim for any damage allegedly caused as a result of the issuance of the temporary order and/or the filing of the Court Proceedings.
(d) The parties shall act jointly and cooperate in good faith and in a reasonable manner and shall take all steps necessary to return all original guarantees to the party that provided them and/or to procure their full and immediate cancellation vis-à-vis the issuing entity.
2A. Additional Undertakings.
(a) The Shareholders, during the period commencing on the date hereof and ending on the second (2nd) anniversary hereof, shall not, and shall cause their respective Affiliates and representatives not to, commence, encourage, assist or voluntarily participate in any lawsuit, action, claim, arbitration, regulatory action or other proceeding against the Company or any of its current or former directors, officers, employees, agents or representatives based upon or relating to any act, omission, event or circumstance occurring prior to the Effective Date, including matters released under Section 9 hereof, other than an action to enforce this Agreement.
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(b) During the period commencing on the date hereof and ending on the second (2nd) anniversary hereof, each Shareholder agrees to, and shall cause its Affiliates (defined, with respect to any person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person) to, refrain from taking any direct or indirect action to knowingly hinder, interfere with, change or influence the Company’s or any of its subsidiaries’ corporate governance, operations, management or board composition, except in each case as expressly permitted by this Agreement, with the prior written consent of the Company or in connection with voting its shares at General Meetings of Shareholders of the Company.
- Representations.
(a) JBD represents and warrants to the Company as follows: (a) JBD is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by JBD, constitutes a valid and binding obligation agreement of JBD and is enforceable against JBD in accordance with its terms; (c) JBD, together with its Affiliates, beneficially owns, directly or indirectly, an aggregate of 315,361 Ordinary Shares and such Ordinary Shares constitute all of the Ordinary Shares beneficially owned by JBD or its Affiliates or in which JBD or its Affiliates have any interest or right to acquire or vote, whether through derivative securities, voting agreements or otherwise; and (d) that neither it nor any of its Affiliates has paid or will pay any compensation to any of the New Directors in connection with such person’s service on the Board or any committee thereof.
(b) Victor Tshuva & Co. represents and warrants to the Company as follows: (a) Victor Tshuva & Co. is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by Victor Tshuva & Co. and constitutes a valid and binding obligation of Victor Tshuva & Co. and is enforceable against Victor Tshuva & Co. in accordance with its terms; (c) Victor Tshuva & Co. beneficially owns, directly or indirectly, an aggregate of 66,000 Ordinary Shares and such Ordinary Shares constitute all of the Ordinary Shares beneficially owned by Victor Tshuva & Co. or its Affiliates or in which Victor Tshuva & Co. or its Affiliates have any interest or right to acquire or vote, whether through derivative securities, voting agreements or otherwise; and (d) that neither it nor any of its Affiliates has paid or will pay any compensation to any of the New Directors in connection with such person’s service on the Board or any committee thereof.
(c) The Company represents and warrants to the Shareholders as follows: (a) the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms; and (c) the Board has unanimously approved this Agreement, including the appointment of the New Directors to the Board and the resignations of the Departing Directors.
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- Public Announcement.
(a) The Shareholders and the Company shall announce this Agreement by means of a joint press release in the form mutually agreed by the parties (the “Press Release”), attached hereto as Exhibit B, as soon as practicable following the execution and delivery of this Agreement, but in no event later than two (2) business days following the date hereof.
(b) The parties shall mutually agree to a summary description of this Agreement which shall be used to describe this Agreement in the Company’s Form 6-K and the Shareholders’ amendment to their existing Schedule 13D (which shall be filed following or concurrently with the Press Release). The Company acknowledges that the Shareholders are required to file such amendment to Schedule 13D no later than two (2) business days after the date hereof. The Company shall provide the Shareholders with a reasonable opportunity to review and comment upon the Form 6-K prior to filing, and shall consider in good faith any changes proposed by the Shareholders. None of the parties hereto, or their Affiliates, shall make any public statement regarding the subject matter of this Agreement prior to the issuance of the mutually agreed-upon Press Release.
Mutual Non-Disparagement. Each of the parties covenants and agrees that neither it nor any of its respective subsidiaries, controlled Affiliates, officers, or directors shall in any way, publicly criticize, disparage, call into disrepute, or otherwise defame or slander the Company, the Shareholders, the Departing Directors, the New Directors, or any of the foregoing parties’ respective subsidiaries, Affiliates, successors, assigns, officers (including any current officer of a party or a party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a party or a party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees or shareholders, in any manner that would reasonably be expected to damage the business or reputation of such party. The restrictions in this Section 5 shall not (a) apply (i) to any compelled testimony or production of information, whether by legal process, subpoena, or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from which information is sought, in each case solely to the extent required, or (ii) to any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; or (b) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder. The limitations set forth in this Section 5 shall not prevent any party from responding to any public statement made by another party of the nature described in this Section 5 if such statement by the other party was made in breach of this Agreement.
Miscellaneous. The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement, to enforce specifically the terms and provisions of this Agreement exclusively in the competent court in the District of Tel Aviv, Israel. Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the competent court in the District of Tel Aviv, Israel in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than such competent court in the District of Tel Aviv, Israel, and (d) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 11 hereof or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF ISRAEL APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO ANY CONFLICT OR CHOICE OF LAW PRINCIPLES THAT MAY RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
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Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.
Release. (a) As of the Effective Date, each of the Shareholders, severally, on behalf of itself and each of its respective Affiliates and representatives, hereby irrevocably, unconditionally and forever releases, acquits and discharges the Company and its Affiliates, and each of their respective current and former officers, directors, employees, agents and representatives, and each of the Departing Directors, from any and all claims, demands, causes of action, suits, liabilities, losses, damages, costs and expenses of every kind or nature, arising at any time prior to and including the Effective Date, in connection with or relating to the Demand Letter, the SGM, the Court Proceedings, the Private Placement, this Agreement and any matter relating or ancillary thereto, including any and all claims in connection with each such Departing Director’s service as a director of the Company. (b) As of the Effective Date, the Company hereby irrevocably and unconditionally releases, acquits and forever discharges the Shareholders, and each of their respective Affiliates, officers, directors, employees, agents and representatives, from any and all claims, demands, causes of action, suits, liabilities, losses, damages, costs and expenses of every kind or nature, arising at any time prior to and including the Effective Date in connection with the Demand Letter, the Court Proceedings, this Agreement and any matter relating or ancillary thereto. This release is final to the fullest extent permitted by law; each party expressly waives any and all rights under any applicable law that would otherwise limit this release. For the avoidance of doubt, the foregoing shall not include any rights or claims to enforce this Agreement. It is clarified that the release set forth herein shall not preclude the parties from bringing any claim against any person for any fraud, malicious actions or willful misconduct.
Amendment. This Agreement may be amended only by an agreement in writing executed by the parties hereto, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party against whom such waiver or consent is to be effective. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
Termination. This Agreement shall remain in full force and effect until the earlier of (a) the mutual written agreement of the parties to terminate this Agreement, or (b) the material breach by a party of any of its obligations hereunder that remains uncured for thirty (30) days following written notice thereof by the non-breaching party; provided that the provisions of Sections 5, 6, 7 and 8 shall survive such termination; furtherprovided, that any party to this Agreement may bring an action following such termination alleging a material breach of this Agreement occurring prior to such termination.
Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, when actually received during normal business hours at the address specified in this subsection:
if to the Company:
Wearable Devices Ltd.
5 Ha-Tnufa Street
Yokne’am Illit 2066736, Israel
Attention: Chief Executive Officer
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With a copy (which shall not constitute notice) to:
Sullivan & Worcester Tel Aviv.
28 HaArba’a Street, Northern Tower, 14th Floor
Tel-Aviv 6473925, Israel
Attention: Oded Har Even
if to JBD:
J.B.D Innovation Ltd.
5 Ha’Rav Levin Street
Ramat Gan 5226039, Israel
Attention: Nissim Daniel
if to Victor Tshuva & Co.:
Victor Tshuva & Co. – Law Offices
40 Toval Street, Spair Tower, 6th Floor
Ramat Gan 52522474, Israel
Attention: Victor Tshuva
In both cases, with a copy (which shall not constitute notice) to:
Gornitzky & Co.
20 Haharash Street
Tel-Aviv 6761310, Israel
Attention: Shy Baranov & Ofer Fleischer
Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.
Counterparts. This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by email transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart.
No Third Party Beneficiaries; Assignment. This Agreement is solely for the benefit of the parties hereto and the Departing Directors (solely with respect to Section 8 hereof) and is not binding upon or enforceable by any other persons. No party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, and any assignment in contravention hereof shall be null and void. Except with respect to the Departing Directors as provided herein, nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the parties hereto, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party.
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Interpretation and Construction. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “will” shall be construed to have the same meaning as the word “shall.” The words “date hereof” will refer to the date of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regard to the events of drafting or preparation.
Shareholders Independence. Notwithstanding any other provision of this Agreement (a) other than as set forth in the Schedule 13D filings of the Shareholders, each of JBD and Victor Tshuva & Co. acts independently and not as a partner, joint venturer, or agent of any other Shareholder. The obligations of each Shareholder under this Agreement are several and not joint, and each Shareholder shall be responsible only for its own obligations, acts, and omissions hereunder. (b) No Shareholder shall be liable for the breach, default, or non-performance of any other Shareholder under this Agreement. The failure of any Shareholder to perform any of its obligations hereunder, or any breach by any Shareholder of its obligations hereunder, shall not affect, impair, or discharge the obligations of any other Shareholder, and the remaining Shareholders shall continue to be bound by all of their respective obligations under this Agreement. (c) No Shareholder shall have any right or authority to act for, bind, or otherwise create or assume any obligation or responsibility on behalf of any other Shareholder, whether express or implied.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.
[SIGNATURES PAGE FOLLOWS]
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| SHAREHOLDERS: | |
|---|---|
| J.B.D Innovation Ltd. | |
| By: | /s/ Nissim Daniel |
| Name: | Nissim Daniel |
| Title: | Chief Executive Officer |
| Victor Tshuva & Co. – Law Offices | |
| --- | --- |
| By: | /s/ Victor Tshuva, Advocate |
| Name: | Victor Tshuva, Advocate |
| Title: | Owner |
| COMPANY: | |
| --- | --- |
| Wearable Devices Ltd. | |
| By: | /s/ Asher Dahan |
| Name: | Asher Dahan |
| Title: | CEO |
Exhibit 10.2
SIDE LETTER
This Side Letter (this “Side Letter”) is entered into as of August 7, 2026, by and among Wearable Devices Ltd., an Israeli company (the “Company”) and J.B.D INNOVATION Ltd. (“JBD”).
Reference is made to that certain Cooperation Agreement, dated as of the date hereof (the “Cooperation Agreement”), by and among the Company, JBD and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Cooperation Agreement.
1. Future Financing Commitment. JBD hereby irrevocably undertakes that, during the twenty-four (24)-month period commencing on the date hereof, if the Board of Directors of the Company then in office, including the directors appointed pursuant to the Cooperation Agreement, determines in good faith, based on the Company’s then-current operating plan, projected cash requirements and other relevant financial information, that the Company does not have sufficient financial resources to fund its current operations for at least the following twenty-four (24) months, JBD shall provide, either directly or through one or more of its affiliates or another financing vehicle designated by JBD, a debt financing to the Company in an aggregate principal amount of not less than US$12,000,000 (the “Financing Commitment”), for the purpose of funding the Company’s ongoing current business operations.
2. Terms of the Financing Commitment. The Financing Commitment shall be provided in the form of debt convertible into shares of the Company and shall be documented pursuant to one or more definitive financing agreements. The structure and commercial terms of such convertible debt financing, including, without limitation, the amount and timing of funding, interest rate (if applicable), maturity, repayment terms, conversion mechanics (including the conversion price, conversion ratio, and any mandatory or optional conversion events), prepayment provisions, events of default, security (if any), financial covenants, and other customary terms, shall be negotiated and agreed in good faith between JBD and the Board of Directors of the Company then in office, including the directors appointed pursuant to the Cooperation Agreement.
3. No Present Funding Obligation. The parties acknowledge and agree that this Side Letter does not obligate JBD to provide any funding on the date hereof. JBD’s obligation to provide the Financing Commitment shall arise only upon the occurrence of the condition set forth in Section 1.
4. Miscellaneous.
(a) This Side Letter shall become effective simultaneously with, and is subject to, the effectiveness of the Cooperation Agreement.
(b) Except as expressly provided herein, nothing contained in this Side Letter shall amend, modify or supersede any provision of the Cooperation Agreement, which shall remain in full force and effect.
(c) This Side Letter shall be governed by and construed in accordance with the laws governing the Cooperation Agreement.
(d) This Side Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed originals for all purposes.
5. Specific Performance. Each of the parties acknowledges and agrees that a breach of this Side Letter may cause irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, each party shall be entitled to seek specific performance and other equitable relief to enforce the provisions of this Side Letter, in addition to any other remedies available at law or in equity.
- Entire Agreement. This Side Letter, together with the Cooperation Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Side Letter as of the date first written above.
| WEARABLE DEVICES LTD. | |
|---|---|
| By: | /s/ Asher Dahan |
| Name: | Asher Dahan |
| Title: | CEO |
| J.B.D INNOVATION LTD. | |
| --- | --- |
| By: | /s/ Nissim Daniel |
| Name: | Nissim Daniel |
| Title: | CEO |