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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Wearable Devices Ltd. (Name of Issuer) |
Ordinary shares, no par value per share (Title of Class of Securities) |
(CUSIP Number) |
Nissim Daniel 5 Ha'Rav Levin Street,, Ramat Gan, L3, 5226039 972-54-232-1222 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/10/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
J.B.D Innovation Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Nissim Daniel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Victor Tshuva & Co. - Law Offices | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Victor Tshuva | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, no par value per share | |
| (b) | Name of Issuer:
Wearable Devices Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
5 HA-TNUFA ST., YOKNE'AM ILLIT,
ISRAEL
, 2066736. | |
Item 1 Comment:
The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D previously filed by the undersigned on July 27, 2026, as amended on July 29, 2026, on August 4, 2026 and on August 11, 2026 (as amended, the "Schedule 13D"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged. The Reporting Persons are filing this Amendment No. 4 to report that they no longer beneficially own any Ordinary Shares. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:
On August 10, 2026, the Reporting Persons sold an aggregate of 258,126 Ordinary Shares in the open market and on August 11, 2026, the Reporting Persons sold an aggregate of 123,235 Ordinary Shares in the open market. Accordingly, as of August 11, 2026, none of the Reporting Persons beneficially owns any securities of the Issuer, and none of the Reporting Persons maintains any discretionary or proxy voting authority or pecuniary interest with respect to any securities of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Part (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
As of August 11, 2026, the Reporting Persons do not beneficially own any Ordinary Shares, representing 0% of the outstanding Ordinary Shares of the Issuer.
The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group. | |
| (b) | Part (b) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows
The Reporting Persons have no voting or dispositive power over any securities of the Issuer. | |
| (c) | Part (c) of Item 5 of the Schedule 13D is hereby amended to add the following at the end thereof:
On August 10 and August 11, 2026, J.B.D sold 213,454 and 101,907 Ordinary Shares, respectively, in open market transactions at weighted average sale prices of approximately $3.76 and $2.97 per share, respectively, for aggregate gross proceeds of approximately $802,587 and $302,663, respectively, before brokerage commissions and other transaction costs.
On August 10 and August 11, 2026, Victor Tshuva & Co. sold 44,672 and 21,328 Ordinary Shares, respectively, in open market transactions at weighted average sale prices of approximately $3.76 and $2.97 per share, respectively, for aggregate gross proceeds of approximately $167,966 and $63,334, respectively, before brokerage commissions and other transaction costs | |
| (e) | Part (e) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons ceased to be the beneficial owners of 5% or more of the Issuer's Ordinary Shares on August 10, 2026. As of August 11, 2026, the Reporting Persons beneficially owned no Ordinary Shares of the Issuer. Accordingly, this Amendment No. 4 constitutes the final amendment to the Schedule 13D and an exit filing for the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended to add the following at the end thereof:
As a result of the disposition of all the Ordinary Shares of the Issuer reported in Item 5, the Reporting Persons hold no securities of the Issuer and are no longer subject to any voting, transfer, or governance obligations under the Agreement, dated July 26, 2026, between J.B.D and Victor Tshuva & Co. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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