Sec Form 13D Filing - Nissim Daniel filing for - 2026-07-27

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated by reference into this Item 2(b).

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated by reference into this Item 2(c).

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated by reference into this Item 2(d).

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated by reference into this Item 2(e).

The information set forth in Item 2(a) of this Schedule 13D is hereby incorporated by reference into this Item 2(f).

The Reporting Persons have invested an aggregate of approximately $951,425 (excluding brokerage commissions and other transaction costs) to acquire an aggregate of 543,361 Ordinary Shares of the Issuer. J.B.D invested approximately $835,859 (excluding brokerage commissions and other transaction costs) to acquire 477,361 Ordinary Shares of the Issuer, and Victor Tshuva & Co. invested approximately $115,566 (excluding brokerage commissions and other transaction costs) to acquire 66,000 Ordinary Shares of the Issuer. The aggregate purchase price of the 66,000 Ordinary Shares beneficially owned by Victor Tshuva & Co. was approximately $115,566, or $1.751 per share, excluding brokerage commissions and other transaction costs. Pursuant to an agreement, dated July 26, 2026, between J.B.D and Victor Tshuva & Co. (the "Agreement"), J.B.D agreed to acquire such shares and transfer them to Victor Tshuva & Co., and Victor Tshuva & Co. agreed to purchase such shares from J.B.D for an aggregate purchase price of $116,297 (which includes the purchase price of the shares, including brokerage commissions and other transaction costs) within five days following receipt of notice from J.B.D. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2 to this Schedule 13D and is incorporated herein by reference.

On July 27, 2026, the Reporting Persons delivered a demand letter to the Issuer pursuant to the Israeli Companies Law, 5759-1999, and the Issuer's Amended and Restated Articles of Association (the "Articles of Association") requesting that the Issuer convene a special general meeting of shareholders. A copy of the demand letter is attached hereto as Exhibit 3 and is incorporated herein by reference. In the demand letter, the Reporting Persons requested that the agenda for such meeting include proposals to amend certain provisions of the Issuer's Articles of Association relating to the election and removal of directors, remove certain incumbent directors, elect four director nominees proposed by the Reporting Persons and approve compensation, exemption, indemnification and insurance arrangements for such nominees. The Reporting Persons intend to continue engaging with the Issuer's board of directors, management, shareholders and other interested parties regarding the foregoing matters and may take such actions as they deem appropriate in connection therewith, including seeking shareholder support for the proposals described in the demand letter and exercising any rights available to them under applicable law.

The information included herein is based on a total of 2,189,469 Ordinary Shares outstanding as of June 17, 2026 (as reported in the Issuer's Report on Form 6-K filed with the Securities and Exchange Commission on June 17, 2026). J.B.D has the sole dispositive power over 477,361 Ordinary Shares, representing in the aggregate approximately 21.80% of the outstanding share capital of the Issuer, and a shared voting power over 543,361 Ordinary Shares, representing in the aggregate approximately 24.82% of the outstanding share capital of the Issuer. Nissim Daniel does not directly own any Ordinary Shares. Mr. Daniel, as the sole owner and director of J.B.D, may be deemed a beneficial owner of any Ordinary Shares beneficially owned by J.B.D. Victor Tshuva & Co. has the sole dispositive over 66,000 Ordinary Shares, representing approximately 3.01% of the outstanding share capital of the Issuer, and a shared voting power over 543,361 Ordinary Shares, representing in the aggregate approximately 24.82% of the outstanding share capital of the Issuer. Pursuant to the Agreement, J.B.D and Victor Tshuva & Co. agreed to act in concert with respect to their holdings of Ordinary Shares of the Issuer, and, until the transfer of 66,000 Ordinary Shares to Victor Tshuva & Co. is completed, J.B.D has agreed to vote such shares in accordance with the instructions of Victor Tshuva & Co. The acquisition of the 66,000 Ordinary Shares by Victor Tshuva & Co. is being effected pursuant to the Agreement, as described in Items 3 and 6 of this Schedule 13D. Victor Tshuva does not directly own any Ordinary Shares. Victor Tshuva is the sole owner and the Chief Executive Officer of Victor Tshuva & Co. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of 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.

The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated by reference into this Item 5(b).

On July 23, 2026, J.B.D acquired 543,361 Ordinary Shares in open market transactions effected through a broker at an average purchase price of $1.751 per share. Pursuant to the Agreement, J.B.D agreed to transfer 66,000 of such Ordinary Shares to Victor Tshuva & Co. at a purchase price of $1.751 per share, for an aggregate purchase price of $116,297 (which includes the purchase price of the shares, including brokerage commissions and other transaction costs).

Except as set forth in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

N/A.

The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference. Pursuant to the Agreement, J.B.D agreed to transfer to Victor Tshuva & Co. 66,000 Ordinary Shares at a purchase price of $1.751 per share, for an aggregate purchase price of $116,297 (which includes the purchase price of the shares, including brokerage commissions and other transaction costs). The Agreement further provides that J.B.D and Victor Tshuva & Co. will act in concert with respect to their holdings of Ordinary Shares of the Issuer and that, until the transfer of such shares is completed, J.B.D will vote such shares in accordance with the instructions of Victor Tshuva & Co. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2 hereto and incorporated herein by reference.

Exhibit 1 Joint Filing Agreement by and among J.B.D Innovation Ltd., Nissim Daniel, Victor Tshuva & Co. - Law Offices and Victor Tshuva dated July 27, 2026. Exhibit 2 Agreement, by and between J.B.D Innovation Ltd. and Victor Tshuva & Co. - Law Offices, dated July 26, 2026. Exhibit 3 Demand to Convene Special General Meeting of the Shareholders of Wearable Devices Ltd., dated July 27, 2026.