可穿戴设备有限公司美国股票招股说明书(2025-09-12版)

Prospectus Supplement(To Prospectus dated October 18, 2023) 440,000 Ordinary SharesPre-Funded Warrants to Purchase up to 560,000 Ordinary SharesUp to 560,000 Ordinary Shares underlying such Pre-Funded Warrants We are offering to an investor in a registered direct offering 440,000 of our ordinary shares, no par value per share, or theOrdinary Shares, together with pre-funded warrants to purchase up to 560,000 Ordinary Shares, or the Pre-Funded Warrants, throughthis prospectus supplement and the accompanying prospectus. The Pre-Funded Warrants have an exercise price of $0.0001 perOrdinary Share, are immediately exercisable and may be exercised at any time until exercised in full, subject to the limitation thatexercise may not result in the investor’s beneficial ownership exceeding 9.99% of our outstanding Ordinary Shares. This prospectussupplement and the accompanying prospectus also relate to the issuance of Ordinary Shares upon the exercise of the Pre-FundedWarrants sold in this offering. In a concurrent private placement with the same investor, or the Concurrent Private Placement, we are issuing unregisteredordinary warrants to purchase up to 1,000,000 Ordinary Shares, or the Warrants. The Warrants have an exercise price of $4.00 pershare, are immediately exercisable upon issuance, and will expire five years from issuance. Each Ordinary Share or Pre-Funded warrant is being sold together with one Warrant to purchase one Ordinary Share. Thecombined purchase price per Ordinary Share and accompanying Warrant is $4.00. The combined purchase price per Pre-FundedWarrant and accompanying Warrant is $3.9999, which is equal to the combined purchase price per Ordinary Share and accompanyingWarrant, less $0.0001. The Warrants and the ordinary shares issuable upon the exercise of the Warrants are being offered pursuant to the exemptionsprovided in Section 4(a)(2) under the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) of Regulation Dpromulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus. Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “WLDS”. Warrants to purchaseOrdinary Shares issued as part of our initial public offering, or the IPO Warrants, are listed on Nasdaq under the symbol “WLDSW”.On September 10, 2025, the last reported sale price of our Ordinary Shares and IPO Warrants on Nasdaq was $5.18 per share and$2.03 per IPO Warrant, respectively. The aggregate market value of our outstanding Ordinary Shares held by non-affiliates as of the date of this prospectussupplement was approximately $19,918,301 based on 3,976,263 Ordinary Shares outstanding, 3,845,232 of which were held by non-affiliates, and a per share price of $5.18 based on the closing sale price of our Ordinary Shares on September 10, 2025. During theprior 12 calendar month period that ends on and includes the date of this prospectus supplement, we have offered $1,849,443 ofsecurities pursuant to General Instruction I.B.5 of Form F-3. There is no established public trading market for the Warrants or Pre-Funded Warrants, and we do not expect a market todevelop. Without an active trading market, the liquidity of the Warrants and Pre-Funded Warrants will be limited. In addition, we donot intend to apply for a listing of the Warrants or Pre-Funded Warrants on any national securities exchange or other nationallyrecognized trading system. Investing in any of our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-5of this prospectus supplement and page 3 of the accompanying prospectus, as well as our other filings that are incorporated byreference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. We have engaged A.G.P./Alliance Global Partners LLC to act as our placement agent, which we refer to as the PlacementAgent, in connection with the securities offered by this prospectus supplement and the accompanying prospectus. The PlacementAgent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollaramount of securities but has agreed to use its best efforts to sell the securities offered by this prospectus supplement and accompanyingprospectus. We have agreed to pay the Placement Agent a fee based on the aggregate proceeds raised in this offering as set forth in thetable below: (1)We have agreed to pay the Placement Agent a cash placement commission equal to 7.0% and a management fee equal to 1.0% ofthe aggregate gross proceeds from the sale of the securities sold in this offering. We have als